Annual
report 2024
Value8 N.V.
1. Value8 invests in growing SMEs
5
Profile & Mission
Objectives & realisation
Unique selling points
2. Financial report - Introduction
3. Investment portfolio: Several divestments
4. Financial results
5. Four largest holdings
Morefield
Renewi
Ctac
Almunia
6. Other listed companies and investments
IEX
MKB Nedsense
Building materials
Value8 invests in growing SMEs
1.
2. Financial report - Introduction
3. Investment portfolio: Several divestments
4. Financial results
5. Four largest holdings
3
4
6
8
9
6. Other listed companies and investments
7. Other private companies
8. Share capital and dividend
9. Thirteen years of consecutive dividends
10. Staff and organisation
12
14
15
16
17
11. Investment and financing
12. Outlook 2025
13. Report of the supervisory board
14. Risk factors
15. Share structure and legal structure
18
19
20
24
29
16. Corporate governance
32
17. Personalia
36
18. Board of Directors Statement
38
Table of contents
5
Dear Shareholder,
2024 was another good year for Value8. In 2024,
we achieved two important milestones. The first is
that equity exceeded €100 million for the first
time. Knowing that we started in September 2008
with a shell company and half a million euros in
the bank, this is a satisfying accomplishment.
The second milestone concerns Kersten
Hulpmiddelen (part of Morefield), which in 2024
exceeded € 100 million in turnover for the first time in
its 37 years of existence. Kersten is highly valued by
its business partners, such as municipalities and
insurers, and by the ultimate end customers, people
with disabilities who use medical aids. It’s nice to see
Kersten playing an increasingly important role in the
Dutch provision of medical aid.
In 2024, the net asset value of one Value8 share,
including dividends, increased by over 7%. That is not
spectacular and also lower than our ambition level,
but we follow the stock market valuation of our listed
investments. In many cases, that stock market
valuation does not reflect the fundamental growth
that has been achieved. But we are not complaining.
We strongly believe that fundamental improvements
in sales, market position, and profitability will
eventually lead to a higher valuation.
There were several noteworthy transactions to report
on the sell side. These included the sale of
AmsterdamGold for a total sum of over €6 million and
the sale of BK subsidiary Fund Solutions for €2.5
million. In the final days of December, IEX Group, in
which Value8 holds a 36% stake, sold its business
activities for €10 million to two investors. The takeover
of Renewi, announced on 24 November, will probably
be completed in the second quarter of 2025.
As a result of these divestments, our already strong
financial position has further improved, giving us the
resources to pursue add-on acquisitions and expand
our portfolio with new businesses and investments.
We thank all Value8 employees, the staff and
managers of our companies, and our business
partners and associates for contributing to Value8's
prosperous development.
We will do our best to extend Value8’s growth
trajectory in 2025 and beyond.
CEO Message
Value8 invests
in growing
SMEs
Financial report -
Introduction
Peter Paul de Vries
CEO Message
Value8 | Annual Report 2024
2
Focus on small caps and SMEs: Value8
specializes in supporting growing listed and
unlisted companies, particularly in the €10
million+ segment.
Growth capital and IPO support: Provides
venture capital for expansion and facilitates
access to stock exchange listings.
Attractive investment opportunity: Offers retail
and institutional investors diversified exposure
to the small-cap segment.
Built-in diversification and flexibility: Combines
listed and unlisted investments to reduce risk
and allows strategic shifts based on market
conditions.
Profile & mission
Objectives & realisation
Value8 N.V. (hereafter: Value8) is a listed investment
company specialized in small caps and SMEs. Our
mission is to support these companies in achieving
their growth objectives. We provide venture capital
to finance their expansion and facilitate access to
stock exchange listings. Our listing offers retail and
institutional investors the opportunity to make
diversified investments in the small-cap segment.
The combination of investing in unlisted SMEs (€10
million plus segment) and investing in listed small
caps offers diversification and risk reduction, as well
as the flexibility to switch if one of the two segments
has better prospects or is significantly undervalued.
Value8’s primary objective is to create long-term
value for our shareholders. Corporate social
responsibility and sustainability are integral to our
policy and strategy. To measure value creation, we
track the development of the net asset value per
share, which we expect to be reflected in the long-
term performance of Value8’s share price.
Since its launch on 24 September 2008, Value8’s net
asset value has grown from €0.41 per share to €9.86
at the end of 2024, driven by successful
investments, business expansion, and add-on
acquisitions. In addition, dividends have been
distributed over the years.
Our Focus
1. Value8 invests in growing SMEs
Value8 | Annual Report 2024
3
Value8 invests
in growing
SMEs
Financial report
- Introduction
Investment portfolio:
Several divestments
Economic Growth: Europe Lags Behind the US
The European economy remained weak in 2024, with
Eurozone GDP growth at 0.8%, only slightly better than
the 0.5% in 2023. This leaves Europe well behind the US,
which, after 2.9% economic growth in 2023, managed
to continue growing by 2.8% in 2024.
Within Europe,
the Netherlands performed slightly better, recording
0.9% growth.
US Stock Markets: Powered by AI and Big Tech
The US stock markets were, in 2024, the world's
locomotive. The S&P 500 was up 23.3%, marking the
second year with an over 20% increase. The Nasdaq 100
followed suit, up 24.9%. For its part,
the Dow Jones
recorded a more modest 12.8% increase.
2024: a weak European economy and buoyant US equities
The Federal Reserve, which made its first interest rate cut in roughly four years,
contributed to this rally. The election of Donald Trump also supported the rise in share
prices. But the most important force behind the strong gains was Artificial Intelligence
and the excellent results of the Tech’s Magnificent Seven. With average gains of 63%
over 2024, the Magnificent Seven (Apple, Nvidia, Microsoft, Amazon, Alphabet, Meta,
and Tesla) accounted for more than half of the S&P 500's gains.
Europe: Mixed Performance Across Markets
European shares rose by a more modest 8 to 9% on average. The German DAX index
climbed 18.8%, starkly contrasting the German economic situation. The 69% increase in
SAP shares and the 46% rise in Commerzbank were more than sufficient to offset the
declines of automotive shares.
The FTSE 100, the London Stock Exchange's main index, saw a moderate rise of 5.6%. The
French CAC 40 Index, impacted by the weak performance of luxury shares (Kering,
LVMH), recorded an annual decline of 2.1% and is barely in the green when dividends
are included (+0.9%).
Inflation: Still Above Target
Inflation in the Eurozone fell from 5.3% to 2.6%, though it remained above the
2% target. In the Netherlands, inflation stood at
3.2%, still not fully under control. In contrast, US
inflation—despite stronger growth—came in at 2.5%.
2. Financial report - Introduction
Value8 | Annual Report 2024
4
Financial report
- Introduction
Investment
portfolio: Several
divestments
Financial results
Outlook for 2025
The macro-economic trends from 2024 are expected to continue in 2025 with
stronger growth in the US, a weak European economy and lower, but above the
2% inflation target.
Dutch Markets: AEX leads, Midcaps struggle
The AEX index performed above average with an 11.7%
rise to 878.63, with Prosus (+45%) as the top performer.
Four other AEX companies (Adyen, Ahold Delhaize,
Unilever and Wolters Kluwer) rose by more than 20%.
Heineken (-24%) and Randstad (-23%) lagged behind.
Midcap companies (AMX) significantly underperformed,
with the index falling 9.8% to 835.18. In contrast, the
AsCX (small-cap) index held up much better thanks to
the stellar performance of building companies Heijmans
(+160%) and BAM (+73%). However, small-cap shares,
in general, had a difficult year.
Dec-24
Dec 23
%
AEX
878.63
786.62
+11.6%
ASCX
1,257.87
1,198.48
+5.0%
AMX
835.18
926.08
-9.8%
S&P 500
5,881.63
4,769.83
+23.3%
Dow Jones
42,544.22
37,689.54
+12.8%
Nasdaq 100
21,012.17
16,825.93
+24.9%
10-year interest rate NL
2.61
2.27
+15.0%
Value8 | Annual Report 2024
5
Financial report
- Introduction
Investment
portfolio: Several
divestments
Financial results
In 2024, the value of our investment portfolio slightly
increased from €108.7 to €109,9 million. The
divestments of AmsterdamGold and Fund Solutions
were compensated by an increase in the value of our
remaining investments.
More than three-quarters (€89.6 million or 81.5%) of
our portfolio is invested in listed companies. Private
company investments account for €16.6 million or
15.1% of the portfolio.
The largest four investments are our stakes in
Morefield Group (Kersten), Renewi, Almunda
Professionals and Ctac.
Investment portfolio
value
(in EUR Million)
109.9
2023: 108.7
Listed
investments
(in % / EUR Million)
81,5% (€89.6m)
Private
investments
(in % / EUR Million)
15.1% (€16.6m)
Top 4
investments
(in EUR Million)
Morefield: €34.5
Renewi: €18.2
Almunda: €13.1
Ctac: €12.5
3. Investment portfolio: Several divestments
Value8 | Annual Report 2024
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Investment
portfolio: Several
divestments
Financial results
Four largest holdings
Our portfolio remains well-diversified across key industries,
reducing overall investment risk. As of 2024, healthcare
represents the largest sector, accounting for 33.8% of the
portfolio, followed by sustainability at 18.2% and technology
at 12.8%. Financial services and building materials make up
8.5% and 7.8%, respectively, while other sectors represent
5.1%. Loans and cash account for another 13.8%.
In 2024, we continued to focus on strengthening our
companies. We developed plans with our management
teams to improve products, services and market position.
The aim is to grow our companies organically with healthy
margins. On top of that, we continue to look for attractive
add-on acquisitions.
In the following sections, we will focus on Value8's financial
results and the development in 2024 of our largest
investments and companies—Morefield, Renewi, Almunda,
and Ctac—followed by our other investments.
33.8%
Healthcare
12.8%
Technology
18.2%
Sustainability
8.5%
Financial services
7.8%
Building materials
5.1%
Other sectors
13.8%
Loans and cash
Sector classification at year-end
2024
Value8 | Annual Report 2024
9
Investment
portfolio: Several
divestments
Financial results
Four largest holdings
Financial results
Four largest holdings
Other listed companies
and investments
Healthy net profit of €7.1 million
Value8 achieved good results in the 2024 financial
year. Total income rose by 17.1% from €8.2 to €9.6
million. Interest income doubled from €0.8 to €1.2
million, and dividend income increased by 73% from
€2.2 to €3.8 million. The increase in fair value was €3.7
million (the previous year €4.9 million), consisting of
increases in the value of listed interests (€2.6 million),
private equity interests (€0.5 million) and derivative
instruments (€0.7 million). After deducting
organisational costs (€1.9 million compared with €1.7
million in 2023) and financial expenses (€0.5 million
compared with €0.6 million in 2023), Value8 reports a
net result of €7.2 million, up from €5.8 million net
profit in 2023.
Shareholder equity exceeds €100 million mark.
Shareholders' equity rose from €97.2 to €103.0 million,
exceeding the €100 million mark for the first time. Net asset
value rose from €9.37 to €9.86 per share. Including the
dividend of €0.19, the total increase in net asset value
amounts to 7.3 %.
The balance sheet remains very strong. Interest-bearing
debts stood at €5.2 million, compared to €7.1 million in
2023. Total investments (total assets) were €109.9 million,
slightly higher than in 2023 (€108.7 million). Solvency rose
from 89.4%
to 93.7%.
Divestment of Fund Solutions and AmsterdamGold
The first nine months saw two divestments. In June, Fund
Solutions, the Luxembourg subsidiary of BK Group, was sold.
Its proceeds (€2.5 million) were paid as a dividend to Value8.
In September, the sale of AmsterdamGold was realised.
Including the dividend paid, the vendor loan (with a maturity
of 1 year) and post-payment (€0.25 million based on the
gold price at year-end 2024), the sale proceeds amounted to
€6.2 million, slightly above the book value as of 30 June
2024. Since the initial acquisition in 2011, a return of
approximately 9.5% per annum has been realised on the
investment in AmsterdamGold.
From a strategic perspective, the decision to divest was
made because substantial additional investments were
needed to reach the necessary scale. Rather, Value8
deploys the divestment proceeds to strengthen
existing operations in its focus sectors.
During 2024, several acquisition opportunities,
including add-on acquisitions, were reviewed.
However, this did not result in any transactions during
the financial year.
2024: a weak European economy and buoyant US equities
4. Financial results
Value8 | Annual Report 2024
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Morefield - Kersten
In 2024, Morefield’s Kersten
exceeded €100 million in revenue
and expanded by acquiring
maternity care provider Naviva.
Despite inflationary pressures,
EBITDA remained stable. Net
profit declined, but the
company’s share price increased
significantly by 22.6% over the
year.
Renewi
Renewi’s revenue and EBIT
declined in 2024 due to weak
waste volumes and lower
recyclate prices. A major
divestment reduced risk and
improved cash flow. Despite a net
loss and falling EPS, takeover
interest and recovery potential
boosted confidence. The share
price rose 32.6%; total return was
33.4%.
Ctac
In 2024, Ctac’s revenue declined
by 2.3% to €124.3 million, with
EBIT and net income down due to
smaller projects and lower
hosting income. However, cost
control and flexible workforce
deployment showed early results.
Management remains optimistic.
Including dividend, Ctac’s total
shareholder return for 2024 was
-6.4%.
Almunda
In 2024, Almunda saw stable
revenue at PIDZ, a decline at
Novisource, and growth at ICE.
EBITDA was lower than in 2023,
but the company remains focused
on margin improvement and
acquisitions. The share price fell
12.1%, with a total return of -7.6%
including dividend.
Value8's largest four holdings are listed. These
investments are valued at their share price.
5. Four largest holdings
Value8 | Annual Report 2024
9
Four largest
holdings
Other listed
companies and
investments
Other private companies
Four largest
holdings
Other listed
companies and
investments
Other private companies
Morefield: Continued revenue growth at Kersten
For Morefield, the parent company of medical aids
supplier Kersten Hulpmiddelen, 2024 was a historic year.
For the first time in its 37 years of existence, Kersten
broke through the €100 million turnover barrier.
According to Morefield's preliminary results, Kersten's
annual turnover reached €107.0 million, an increase of
15.4% compared to 2023 (€92.7 million).
Since Kersten was unable to fully pass on increased wage
and transport costs to customers, EBITDA is expected to
be around 2023 levels. Also, one-off costs have been
incurred for the corporate finance process that started in
December 2023. Based on the above, net profit will not
match 2023
levels.
Kersten won several WMO tenders for municipalities in
2024. Those tenders will contribute to revenue and
EBITDA during 2025, and continued revenue growth is
expected.
On 7 January 2025, Morefield announced it had
reached an agreement with Zorg van de Zaak on the
proposed acquisition of Naviva Maternity Care. With
over 1,300 maternity carers, Naviva is one of the largest
maternity care organisations in the Netherlands. The
company provides maternity care to 20,000 families a
year, in almost all of the Netherlands. Naviva is a leader
in innovative maternity care and is an excellent
employer within the sector.
This transaction, which requires the approval of the
NZa and the ACM, is expected to be completed in May
2025.
Morefield's share price rose in 2024 by 22.6% from
€0.42
to €0.515.
Offer for Renewi at £8.70 a share
Renewi reported €1.69 billion in revenue for the
2023/2024 financial year (until 31 March), marking a 1%
decrease compared to the prior year. Underlying EBIT
stood at €106 million, down from €132 million, driven
by subdued volumes in commercial waste and
construction, as well as lower recyclate prices. An
exceptional charge of €65 million related to the
anticipated sale of UK Municipalities resulted in a net
loss of €31 million.
The half-year figures for 2024/2025 also showed a
limited decline in revenues (-1,5%) and a decline in EBIT
of 33%. Earnings per share fell to €0.42 from €0.66. At
the publication of its half-year results, Renewi
expressed confidence in the second half-year with a
significantly stronger EBIT performance, underpinned
by a continued earnings recovery at Minerals & Water
and the positive effect of cost-cutting and productivity
initiatives.
On 11 October, Renewi confirmed the completion of
the UK Municipalities sale to Biffa. This divestment has
reduced balance sheet risk and is expected to improve
annual cash flows by €15 to €20 million annually.
Value8 | Annual Report 2024
10
Four largest
holdings
Other listed
companies and
investments
Other private companies
On 28 November, Macquarie Asset Management announced
a preliminary agreement with Renewi on the financial terms
of a potential acquisition. Under those terms, Renewi
shareholders would be entitled to receive 870 pence per
share in cash, representing a premium of 41% to Renewi’s
three-month volume-weighted average share price before
the announcement.
Renewi’s share price rose 32.6% in 2024 from €7.36 to €9.76.
Including the dividend received of €0.06 per share, the total
return for 2024
is 33.4%.
Ctac’s focus on sales should support growth in 2025
Ctac reported a 2.3% decline in revenue to €124.3 million.
Excluding one off charges (2023: 2.5 million) EBIT declined by
15% to €5.6 million and net income declined by 11% to €3.9
million. According to Ctac, these declines are due to deferred
IT investments of its clients and the smaller size of projects,
making it challenging to optimise capacity utilisation.
The transition of clients to the public cloud led to a decline in
hosting revenue. In the third quarter, Ctac saw the first
tangible results of its focus on cost control and the flexible
deployment of its workforce. Thanks to the group’s broad
offering, a well-filled order pipeline driven by its
strengthened sales organisation, and the optimised
organisation, management is confident it is on the right track.
We support management’s focus on increasing the
company’s sales power and initiatives to cut costs and
reduce the indirect workforce. This should create a basis
for revenue growth and higher profitability in 2025 and
the following years.
Ctac's share price fell 9.7% from €3.30 to €2.98. Including
the dividend received of €0.11 per share, the total return
for 2024 is minus 6.4%.
Mixed picture for Almunda Professionals
Almunda Professionals reported in November 2024 that
the trends of the first half of 2024 continued in the third
quarter. This implies stable revenue development at PIDZ,
a decline at Novisource, and higher contributions from
ICE. At the time, Almunda indicated it expected an
increase in revenues for the whole of 2024.
Almunda also stated that EBITDA was not expected to
match 2023 levels. The company plans to intensify efforts
to combine revenue growth with margin improvement,
and its long-term outlook remains good, with several
acquisition propositions actively being explored.
In 2024, Almunda's share price declined by 12.1%, falling
from €1.32 to €1.16. Including a €0.06 per share dividend,
the total return for the year was 7.6% negative.
Value8 | Annual Report 2024
11
IEX divests websites for €10 million
Among the other listed companies, IEX Group achieved
solid results. According to the interim update of 2 January
2025, revenue increased slightly from €5.1 to €5.2 million.
Operating profit (EBITDA) and EBIT came in at around
€1.0 million and €0.8 million respectively. This was lower
than in 2023. On 30 December 2024, IEX Group
announced that it had sold its operational activities (the
legal entities IEX Media BV and Trilab Advanced Solutions
BV) to two investors for €10 million. That is well above the
market capitalisation(between €6 and 6.8 million) prior to
that announcement. Shareholders have voted in favour of
this transaction at the shareholders' meeting on 14
February 2025. The listing of IEX Group NV, which ahs
been renamed Hawick Data N.V., will be retained.
IEX Group's share price rose in 2024
by 10.8% from €1.95
to €2.16.
Other listed
companies and
investments
Other private
companies
Share capital and dividend
Beyond Axess and GNS Brinkman, MKB
Nedsense holds an equity stake in Almunda
Professionals, which yielded a dividend of
€0.06. The share price fell by 12.1%. In
hydrogen company Tibtec, MKB Nedsense
exercised its put option to reverse the
transaction. This has not been materialised to
date. As the intended IPO has not (yet)
materialised either, MKB Nedsense has taken
a provision on this investment.
MKB Nedsense's share price fell in 2024 by
31.8% from €0.099 to €0.0675.
At Cumulex, the proposed acquisition of AA
Circular has not yet materialised. Cumulex has
indicated it is open to other opportunities to
acquire operational activities.
The smaller stakes in listed companies
(totalling €2 million at year-end 2024) mainly
consist of positions in Hornbach, Lacroix, and
Socfinaf. The shares of Hornbach and Socfinaf
both rose 10% in 2024, while shares in Lacroix
lost two-thirds of their value.
MKB Nedsense: strong
performance of Zaandam-
based companies; risks at Tibtec
MKB Nedsense invests in smaller SMEs in the segment of
up to €10 million. In 2024, the portfolio consisted of stakes
in four companies: Axess (platform lifts), GNS Brinkman (fire
protection, roller shutters), Almunda Professionals
(consultancy) and TIB-TEC (early-stage green hydrogen). At
the end of 2024, the portfolio includes two 100% owned
companies and two minority stakes.
Turnover of elevator company Axess rose to €2.7 million in
2024. The EBITDA margin improved from 6% to 10%. GNS
Brinkman's turnover rose from €4.8 to €5.0 million. The
service & repair division, in particular, continued to grow.
The EBITDA percentage was between 9% and 10%. With a
combined turnover of €7.7 million and an EBITDA of
around €0.75 million, these two Zaandam-based
engineering companies performed well in 2024.
6. Other listed companies and investments
Value8 | Annual Report 2024
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The two investments in wood and
building materials, the 0.5% in TABS
Holland and the 25% stake in
Concordia Holding faced significantly
less favourable market conditions.
TABS Holland's sales decreased to €
853 million (2023: € 917 million) and
its operating profit before exceptional
items decreased to € 38 million (2023:
€ 46 million). Net profit was €30
million (2023: €36 million). The number
of FTEs at the end of the year fell from
1,636 to 1,561.
Other listed
companies and
investments
Other private
companies
Share capital and dividend
Lower results for TABS and Concordia due to
unfavourable market conditions
The introduced cost reduction programme has, despite inflation and collective labour agreement increases,
led to an overall decrease in costs. Earnings per share decreased to €4.76 (2023: €5.63). TABS proposes an
unchanged dividend of €3.95. Given the uncertainties management does not provide an outlook for 2025.
For the medium and long term, TABS states that the outlook for the company is quite favourable, as the
underlying need for construction is strong.
Concordia reported mid-February that sales had grown in 2024 to €125m, an increase of 1.2%. This growth
is entirely due to price increases in the market. Volumes across the group have remained almost the same.
Due to high competition, the gross margin declined, which resulted in a slightly lower commercial result.
Concordia expects a 2024 EBIT of about €4.8m, representing a margin of 3.8% of sales. Given the market
conditions, Concordia views this as a solid result. Based on the current budget, Concordia expects for 2025
a similar commercial result and a solid EBIT-margin, which is still expected to be below the long-term
target of 5% of revenue on average.
The value of the stake in Concordia increased by €1 million, and the value of our TABS-shares decreased in
value.
Building materials
Value8 | Annual Report 2024
13
The relative weight of other
investments in private
companies decreased further
in 2024. That decrease was due
to the sale of AmsterdamGold
and BK subsidiary Fund
Solutions.
Other private
companies
Share capital and
dividend
Thirteen years of consecutive
dividends
AA Circular
(65%) suffered in
recent years from
delayed projects. As a result, budgeted revenue and
EBITDA levels were not achieved. Since 2024, AA
Circular has been performing well. Turnover rose to
€7.5 million, and EBITDA grew to around €1 million.
This profitability was achieved despite the difficult
labour market that forced AA Circular to hire external
staff.
In 2024,
BK Group
(100%) sold its Luxembourg
subsidiary Fund Solutions. The proceeds of €2.5 million
were paid as dividend to Value8. Excluding the
Luxembourg operations, turnover was €3.5 million. This
is similar to the level a year earlier. EBITDA was over
€0.2 million. BK Group is also actively looking at
opportunities to scale up in 2025.
Deal Value Group
(30%) (DVG), the holding company
into which Brookz and Dealsuite merged, continued to
grow in 2024. Sales rose from €4.7 to €5.7 million, an
increase of more than 20%. While the Dutch operations
(Brookz) have been profitable for several years.
Dealsuite is still incurring start-up losses in foreign
markets.
The combined entity has not yet reached break-even.
DVG is expected to record further revenue growth and
aims to reach the break-even level at some point in
2025. We remain positive about the growth prospects
of both companies. Deal Value Group's valuation
remained unchanged from 2023.
PAVO
(100%) has recovered well after the Corona
period. The occupancy rate is very high. Annual
turnover in 2024 was €2.5 million, over which an
EBITDA of €0.3 million was realised. Currently, PAVO
has one well-performing branch. Third parties regularly
approach PAVO. This concerns both the offer of
additional care homes and interest in acquiring PAVO
itself.
Skysource's (100%) turnover in 2024 was around €5.0
million, and EBITDA was around €0.3 million. Given its
size, attracting and retaining large customers is not
easy. For this reason, it actively looks at opportunities
to achieve economies of scale through acquisitions or
joining a larger party.
In 2024, AA Circular
achieved €7.5 million
in revenue and around
€1 million in EBITDA,
despite labour market
challenges.
7. Other private companies
Value8 | Annual Report 2024
14
Value8’s authorised share capital consists of ordinary A shares (unlisted), ordinary B shares
(listed) and cumulative preference C shares (listed). No A shares have been outstanding
since 2021.
Ordinary Shares: Repurchases and Total Return
The number of ordinary shares (B) outstanding was 10,685,792. By the end of 2024,
1,081,905 ordinary shares had been repurchased. During the 2024 financial year, no
additional ordinary shares were acquired. The number of outstanding shares stands at
9,603,887. The average number of outstanding shares is used to calculate earnings
per share. The average number of shares outstanding remained unchanged at
9,603,887. Value8’s ordinary share price rose in 2024 from €5.70 to €5.85. If the
dividend (€0.19 per ordinary share) is included, the total return is 6.0%.
Preference Shares: Fixed Yield and Performance
Value8 originally issued cumulative preference C shares in 2012. The preference C
shares have a base value of €6.25 and a dividend yield of 5%. Therefore, they pay a
dividend per share of €0.3125 per year. Due to the fixed dividend, the preference
shares have a fixed-yield character. Value8 stated in 2020 that it does not intend to
withdraw the preference shares for at least five years.
In 2022, 126,680 preference shares were repurchased. Due to the stock dividend, the
number of preference shares rose to 1,714,683. By the end of 2024, in total, 1,289,428
preference C shares are outstanding with third parties.
The share price of the cumulative preference shares rose from €4.76 to €4.86 by year-
end 2024. Including quarterly dividends totalling €0.3125, the total return for the year
was 8.7%.
8. Share capital and dividend
Value8 | Annual Report 2024
15
Share capital and
dividend
Thirteen years of
consecutive dividends
Staff and organisation
The preferent shares
have a fixed-yield
character
Given
the relatively good results for 2024, Value8 proposes to pay a
dividend of €0.20 on ordinary B shares. That is an increase of
5.3%
compared to the 2023 dividend.
The dividend on the cumulative preference shares (ISIN:
NL0015118803) amounts to €0.3125 per preference share, 5% of the
basic value of €6.25 per preference share. Since 2021, the dividends
on Value8’s cumulative preference shares have been paid on a
quarterly basis. Consequently, the 2024 dividend has already been
paid:
April
2024
July
2024
October 2024
January 2025
€0.075
€0.075
€0.075
€0.0875
9. Thirteen years of consecutive dividends
Thirteen years of
consecutive
dividends
Staff and organisation
Investment and financing
Value8 | Annual Report 2024
16
Employment at the companies in which Value8 has a majority stake increased slightly in
2024. In total, these companies employ 900 people. The Value8 team consists
of nine
professionals, including members of the Board of Directors. We expect the number of
employees at Value8 to remain approximately the same in 2025. The team’s activities
include monitoring companies and investments, carefully selecting new investments,
performing due diligence investigations, drafting contracts, closing transactions, and
managing the holding itself. The quality of the Value8 team allows us to support our
companies and their management teams in their growth ambitions.
We thank all employees and managers of the Value8 companies for their commitment
and contribution to the success.
10. Staff and organisation
Value8 | Annual Report 2024
17
Staff and
organisation
Investment and
financing
Outlook 2025
Investment and
financing
Outlook 2025
Report of the supervisory
board
Investing is Value8’s core business. Together with
the managers of our companies, we constantly
look for opportunities to strengthen our
businesses. This may involve add-on acquisitions,
but also larger transactions. We continue to
search for potential investment opportunities,
examining the qualities and growth prospects of
companies and analysing the risk return ratio.
Value8’s financial position remains strong. This
allows us to make new investments and assist our
current businesses in their growth trajectories.
11. Investment and financing
Value8 | Annual Report 2024
18
On 7 January 2025, Morefield announced its intention to
acquire Naviva Kraamzorg. With over 1,300 maternity
carers, Naviva is one of the largest maternity care
organisations in the Netherlands.
Based on the positive fundamental developments at our
companies, Value8 is positive about further growth
opportunities in 2025.
Board of Directors,
Peter Paul de Vries
Gerben Hettinga
12. Outlook 2025
Value8 | Annual Report 2024
19
Outlook 2025
Report of the
supervisory board
Risk factors
The Supervisory Board advises the Board of Directors and monitors developments at
Value8. The Supervisory Board oversees the course of business in the company and
the functioning of the Board of Directors.
Strategic developments
During the 2024 financial year, the Supervisory Board discussed Value8’s long-term
strategy with the Board of Directors. In shaping the strategy, attention was given to its
implementation, feasibility, and the company's opportunities and risks. Existing listed
investments, private equity investments, and potential new investments were
discussed.
Group financial reporting
The Supervisory Board had regular discussions with the Board of Directors about the
course of business at Value8 and the portfolio companies. The Supervisory Board paid
attention to various important subjects for Value8’s success, such as investments,
disinvestments, portfolio management, financial management, reporting, risk
management, human resources, and investor relations. The Supervisory Board
discussed the strategy and associated risks on a regular basis. The Supervisory Board
was informed of changes in staffing, both at Value8 and at key positions at the
portfolio companies.
While preparing the financial statements, the Board of Directors informed the
Supervisory Board in detail. Among other things, internal risk management and
control systems, communication with the auditor, and periodic reporting were
discussed. The Supervisory Board believes that sufficient adequate measures have
been taken to assess the design and execution of the internal risk management and
control systems. Given the organisation's size, Value8 has chosen not to set up a
separate internal audit department.
Audit
As discussed in the previous financial reports, there is a structural problem in the
Dutch market for PIE audit firms. Value8 contracted CFA for the audit of its annual
accounts as of 2022. CFA is an EU PIE audit firm that is registered with the AFM.
Although we are happy with this solution, we continue to see the negative impact of
the oligopoly in the Dutch PIE auditors market. For the audit of 2024 we are pleased
that GCP Auditors was able to audit the accounts.
Investments and divestments during the financial year
The long-term strategy remains focused on investing in new activities and companies
in the preferred sectors, strengthening the portfolio companies, and making additional
investments in portfolio companies in the preferred sectors. These investments can be
either private or listed.
The Supervisory Board is involved in all major transactions, including acquisitions and
divestments. It is common practice in major investment and divestment projects that
the Supervisory Board is informed early on the intended transaction and its
consequences for Value8. Decision-making can take place quickly and responsibly.
During the year, the Supervisory Board was frequently briefed by the Board of
Directors on potential investments and divestments within Value8 and within the
portfolio companies. In 2024, there were some changes in our portfolio. In May, BK
Group divested its Luxemburg company, and in October, Value8 sold AmsterdamGold
to a competitor. The Supervisory Board paid attention to the purchase and sale
process and the risks in combination with the long-term strategy. At the end of 2024,
the Supervisory Board took notice of the revised takeover bid on Renewi by Macquarie
and the sale of the activities by IEX Group NV.
13. Report of the supervisory board
Value8 | Annual Report 2024
20
Report of the
supervisory board
Risk factors
Share structure and legal
structure
Supervisory Board meetings
The Supervisory Board meets regularly and supervises the management conducted by
the Board of Directors both in and out of meetings. During the financial year, the
Supervisory Board met six times, once without the Board of Directors. During these
meetings, the Supervisory Board was fully present. Most meetings took place via
videoconferencing and regular consultations by telephone or e-mail. The topics
discussed included, among others, financial statements, investments, divestments,
financing, PIE audit firms, and other transactions.
The Supervisory Board met once without the Board of Directors present. This meeting
included an evaluation of the functioning of the Board of Directors. During one of the
meetings, the Supervisory Board evaluated its own performance and that of its
individual members. The Supervisory Board also considered whether the expertise and
competencies of its members are sufficient to oversee and adequately supervise
Value8’s broad range of participating interests. The Supervisory Board periodically
discussed the performance and remuneration of Value8’s Board of Directors members.
In these discussions, both the individual and collective functioning of the Board of
Directors were addressed.
Members of the Supervisory Board and Board of Directors
Since mid-2019, both the Board of Directors and the Supervisory Board have consisted
of two people. After an active search for a female candidate, the Supervisory Board
was able to nominate Lous Vervuurt as a member. On 19 December 2024 she was
unanimously appointed by the shareholders’ meeting.
The Supervisory Board is
committed to good investor relations. The CEO bears the day-to-day responsibility for
investor relations within the Board of Directors.
Remuneration policy
The company’s remuneration policy starts with remuneration in line with the market.
The remuneration policy for the members of Value8’s Board of Directors is determined
by the General Meeting of Shareholders.
During the General Meeting of Shareholders of 30 June 2013, the current
remuneration policy was re-approved. The Supervisory Board determines the actual
remuneration of a member of the Board of Directors. The Supervisory Board made
several scenario analyses for the remuneration.
The remuneration for members of the Board of Directors partly depends on results
through a bonus scheme. Members of the Board of Directors take care of their own
pension accrual and pay for it themselves. Their remuneration is understood to
include compensation for pension costs. The remuneration of a member of the
Supervisory Board is determined by the General Meeting of Shareholders. The
remuneration of a Supervisory Board member is independent of the result achieved
by the company.
Board of Directors
Fixed remuneration
Since Value8’s inception in 2008, the members of the Board of Directors have
accepted relatively low directors’ fees. An adjustment took place in mid-2013, which
the General Meeting of Shareholders approved. The fixed remuneration is adjusted
periodically, partly based on inflation.
For Mr De Vries, remuneration is charged via his management fee. For the fixed
remunerations of the individual directors for 2024, please refer to the dedicated table
in the annual report. Very limited use is currently made of peer group analysis to
determine the level of remuneration. The Supervisory Board notes that the
remuneration of Value8’s directors is relatively low compared to that of other small
caps with similar equity or market capitalisation.
Value8 | Annual Report 2024
21
Report of the
supervisory board
Risk factors
Share structure and legal
structure
Variable remuneration
Since 2009, Value8 has had a bonus system for the members of the Board of
Directors. This stipulated that the variable remuneration for the CEO would not
exceed 33% of the fixed remuneration and that members of the Board of Directors
would not exceed 50%.
Under the bonus system, based on the bonus right granted by the Supervisory
Board, board members are entitled to the full bonus if, in the past three years at
least three of the four following criteria were met:
Average growth in equity per share of at least 5% per year.
Average equity growth of at least 5% per year.
Average total shareholder return (TSR) of more than 5% per annum.
Average total shareholder return (TSR) of more than 10% per annum.
The chosen performance criteria align with Value8’s long-term strategy objectives,
including growth in equity per share and outperforming the stock market index in
the long term. The average TSR takes into account the share price return plus the
dividend yield. A criterion is considered achieved when the average growth
criterium over a three-year period has been achieved If at least two criteria are
met, the Supervisory Board has the discretionary power to still award the bonus in
full or in part. The Supervisory Board discussed the bonus criteria and bonus
system in general terms. The introduction of sustainability criteria was also
considered, but no decision has yet been taken on this.
For the period 2022-2024, average equity growth (per share) and average TSR
were such that these performance criteria were met. Three of the four criteria were
met in 2023. On this basis, the bonus was set at 20% of fixed remuneration, which
is clearly below the maximum percentage of 33% (CEO) and 50% (member). It
should be noted that the bonuses paid for 2024 are equal to bonuses paid in 2013
and have not been corrected for inflation.
The Supervisory Board intends to consider an increase of the absolute level
without exceeding the maximum levels that were approved by the AGM Value8
has a claw-back scheme
under which the Supervisory Board can reclaim bonuses
that have already been set if they are found to have been determined incorrectly
based on incorrect financial statements.
Other remunerations
Any severance payments will comply with the Dutch Corporate Governance Code
requirements and will not exceed one year’s remuneration. Mr De Vries waived in
advance the right to any settlement or compensation in case of involuntary
departure. This commitment was first made in 2009. At the end of 2024, this
commitment was extended for another year. The company granted no shares or
options to members of the Board of Directors in 2024 other than regular stock
dividends on the common shares. There is no specific pension scheme for the
directors. The members of the Board of Directors are responsible for and pay for
their pension accrual.
The Supervisory Board will regularly review whether the actual remuneration of
the members of the Board of Directors aligns with the remuneration policy and
can adjust it when necessary. In 2024, no transactions took place in which a
member of the Board of Directors had a conflict of interest. For the remuneration
of the members of the Board of Directors in 2024, please refer to the financial
statements.
Value8 | Annual Report 2024
22
Report of the
supervisory board
Risk factors
Share structure and legal
structure
Supervisory Board
At the Extraordinary General Meeting of Shareholders on 11 June 2014, the
remuneration of the members of the Supervisory Board was set at €20,000 per
year and for the chairman at €25,000 per year. Supervisory Board members do not
receive any result-dependent remuneration, share-based remuneration or other
share-related remuneration.
Value8’s remuneration policy for the Board of Directors and the Supervisory Board
complies with the Dutch Corporate Governance Code. Please refer to the financial
statements for the remuneration of the Supervisory Board members in 2024.
Value8 complies with the best-practice provisions of the Corporate Governance
Code relating to the Supervisory Board. All members comply with the provisions
set out in this code regarding independence and expertise. Given Value8’s size,
the Supervisory Board does not have separate appointment, audit, and
remuneration committees. The entire Supervisory Board is, therefore, designated
to fulfil the tasks of these committees.
The Supervisory Board thanks the Board of Directors and all employees for their
commitment and dedication in 2024.
Bussum, 30 April 2025
Supervisory Board
R.A.E. de Haze Winkelman
E.H.L. Vervuurt (from 19 December 2024)
Value8 | Annual Report 2024
23
Report of the
supervisory board
Risk factors
Share structure and legal
structure
Entrepreneurship is an essential part of Value8’s strategy. It is inextricably linked to
risk-taking. To manage these risks responsibly, risks must be continually identified,
mapped out, and subsequently managed properly and efficiently. Value8 has set
the goal of designing the organisation so that decisive entrepreneurship and
effective risk management go hand in hand.
Risk management and control systems
Risk management within Value8 has several facets. The risks related to, among
others, strategy, policy, compliance, and financial systems are regularly discussed
by the Board of Directors with the Supervisory Board. The Board of Directors
regularly visits the companies in which Value8 invests to get a good picture of the
situation at these portfolio companies.
The management of these companies is primarily responsible for the
implementation and operation of risk management systems at the companies
concerned. Nevertheless, to maintain grip and control on the risks at the portfolio
companies, the management of the companies in which Value8 invests reports to
Value8 on a regular basis, directly or indirectly. This includes extensive attention to
current and potential risks.
The findings and measures aimed at controlling risks are regularly discussed and
evaluated.
14. Risk factors
The outcomes are discussed in the Board of Directors meetings and with the
Supervisory Board. Periodically, Value8 analyses the overall risk profile and
whether the risk management systems are appropriately set up. This approach
focuses on the following headings:
strategic risk
operating risk
market value risk
listing risk
legal and compliance risk
organisational risk
investment risk
tax risk
country risk
financing risk
currency risk
interest rate risk
liquidity risk
Our general rule is that risks should be proportional to the size and life stage of
the activities concerned and the expected return. Furthermore, it is considered on
a case-by-case basis whether it makes sense to mitigate the risk, for instance, by
insuring it.
The following describes the risks associated with Value8’s strategy and profile at
the time of reporting and the developments in 2024 that influenced this risk
profile. In this respect, Value8’s risk environment is determined, on the one hand,
by external risks that lie outside the company’s sphere of influence and, on the
other hand, by several manageable risks. This paragraph describes the controllable
risks, the internal risk management and control systems embedded in the
organisation, the decision-making process, and daily operations.
Value8 | Annual Report 2024
24
Risk factors
Share structure and
legal structure
Corporate governance
Strategic risk
Investing in creating value growth for shareholders is essential to Value8’s
strategy. Adverse economic conditions may result in Value8 and/or the companies
that Value8 invests not performing or performing below expectations. Value8’s
activities will react differently to cyclical developments. Value8, therefore, strives
for a sound mix of, on the one hand, proven companies that make a stable,
substantial contribution to results and cash flow and, on the other hand, relatively
young companies with high growth potential.
Value8 regularly reviews its portfolio for strategic risks. This involves testing
activities against the return and growth criteria set for them and their impact on
Value8’s risk profile. Spreading risk is not a strategy in itself. Value8 focuses on
several growing sectors in which it takes targeted risk. Since 2021, Value8
succeeded in giving further substance to this focus.
In addition, a possible downturn in the financial markets may have repercussions
on the economic climate in the Netherlands and abroad, which could affect
Value8’s operations. Furthermore, it is conceivable that Value8 will also have
limited access to external capital, potentially complicating Value8’s operations in
the long run.
Operating risk
The operating results of the companies in which Value8 invests can be
disappointing, partly due to increasing operating costs or other unforeseen
circumstances. A large proportion of the companies have relatively high fixed
costs in the form of personnel costs. An unforeseen increase in the personnel
costs of one of the companies or participation, for example, because of new
collective labour agreements or a drop in turnover, could, therefore, harm the
results of the companies in which Value8 invests.
Market value risk
An important part of Value8 investments is in listed companies. These investments
are valued at fair value, generally in line with the share price.
A decrease in the share price can, therefore, negatively affect the value of these
investments. If the value of these investments decreases, this will directly affect
Value8’s results and/or equity. There is a risk that investments will not achieve the
desired result.
Listing risk
Value8 and some of its participations are listed on the official market of Euronext
Amsterdam and must comply with the applicable laws and regulations. If these
laws and regulations change, this may lead to additional costs. Although a stock
exchange listing offers great advantages, there may be costs associated with
reducing profitability. In 2024, no changes in laws and regulations resulted in a
material change in listing costs. In the last years, it has become clear that the
supply of PIE audit firms has been reduced to such an extent that this may further
increase the cost level.
Legal and compliance risk
Value8 is subject to specific laws and regulations that must be complied with.
Value8 attaches great importance to compliance, both at Value8 and at its
portfolio companies. In this light, it can be pointed out that Value8 must also
comply with various laws and regulations as a listed company and investor. In
addition, some portfolio companies are licensed by virtue of regulations in their
sector. For example, a number of companies that are part of BK Group have
licences for trust services (from DNB, among others).
Legal and compliance risk concerns recording, protecting, and enforcing relevant
intellectual property rights, including trademark registrations, patents, and domain
names.
Value8 operates in the field of corporate finance services and can be held liable
for its services. Although Value8 is not aware, at the time of publication of this
annual report, of any impending claim in that respect, Value8 could be held liable
for any failure to provide services or other possible damages. To cover this risk,
Value8 has taken out insurance. Finally, the companies in which Value8 invests are
also subject to the risk of claims by third parties.
Value8 | Annual Report 2024
25
Risk factors
Share structure and
legal structure
Corporate governance
Organisational risk
Value8’s organisation has grown since its inception in 2008 but remains vulnerable
to and dependent on any changes in personnel or the departure of key
individuals. The organisation depends on a few key people, including at least the
members of the Board of Directors. To date, the network and past track record of
these members largely determine the quantity and type of opportunities and
propositions, both investment-related and corporate finance-related. Value8 is
aware of risks such as industrial accidents, staff cuts and labour disputes. In that
context, Value 8 regularly reviews how these risks can be excluded or mitigated
and/or, where necessary, adequately insured.
Value8 has an informal but results-oriented and entrepreneurial corporate culture.
Long-term relationships with shareholders, employees, business associates and
other parties are key. Staff changes and or other organisational changes may
jeopardise the current corporate culture and values. Therefore, Value 8 continues
to prioritise the preservation and reinforcement of its corporate culture.
Investment risk
As part of the investment process, Value8 formulates assumptions and considers
possible future events. Actual developments may differ significantly from these.
Also, errors of judgment in the due diligence process and contract negotiations
can lead to losses and/or reputational damage for Value8.
Value8 seeks to minimise this risk by carrying out the due diligence process and
contract negotiations as carefully as possible. Where necessary, Value8 asks for
the assistance of external advisors who support Value8 in identifying the risks.
They advise Value8 on how these risks can be limited as much as possible by
(among other things) legal contracts. Value8 generally handles acquisition projects
scrupulously. Each proposition is assessed intensively and thoroughly, and, where
necessary, additional securities are required, for example, in the form of
indemnities, guarantees or sureties. If Value8 believes a possible investment
involves too much risk, the proposal is rejected. In 2024, many investment
propositions were rejected.
Tax risk
The main taxes related to Value8’s activities are corporate income tax, turnover tax
and payroll tax. As far as corporate income tax is concerned, Value8 may form a
fiscal unity company in which it holds at least 95% of the shares and whose
financial years run concurrently. The filing of tax returns has been outsourced to a
specialised firm. Value8 uses the Dutch participation exemption
(deelnemingsvrijstelling) when investing in companies, where applicable. If the
existing rules for the participation exemption are materially changed, Value8’s
results could be affected.
Country risk
Value8, through the companies in which it invests, operates in several countries,
mainly in the Netherlands but also in Germany, Belgium, France, Luxembourg, and
Curacao. If the economic or political climate in these countries deteriorates, it will
impact the results of the companies operating there. Consequently, the results of
these companies will influence Value8’s results, particularly in the valuation of its
investments. Therefore, economic conditions in these countries may indirectly
affect Value8’s performance.
Financing risk
Value8 will seek to finance new investments and existing commitments as much as
possible from existing cash resources, cash flows or credit facilities. If there is a
further funding requirement, it may be raised through various funding sources, for
instance, by issuing new shares or bonds or by entering into a financing
agreement with one or more banks (possibly at the level of the company or
participation concerned). A combination of these financing methods may also be
used. Not being able to obtain additional financing could have a negative impact
on new investments or on the results of existing portfolio companies.
Value8 | Annual Report 2024
26
Risk factors
Share structure and
legal structure
Corporate governance
Currency risk
Although Value8’s investments are largely in euro countries, Value8 is exposed to
currency risk with respect to listed investments in dollars and pounds sterling.
Value8 also runs a limited currency risk indirectly through its portfolio companies
through sourcing and export activities. Given the limited size of the exposure and
the nature of the risk, Value8 has no fixed policy to hedge these risks.
Interest rate risk
The interest rate risk policy aims to limit the interest rate risks arising from the
financing of the company and thus also optimise net interest income. On the one
hand, Value8 runs a limited risk in the remuneration of borrowed funds if interest
rates fall. On the other hand, the cost of borrowed funds may increase if interest
rates rise. A 1% reduction in interest rates would not result in a material change in
profit or equity. The same applies to a 1% increase in interest rates.
Liquidity risk
Liquidity risk refers to the possibility of insufficient funds to meet immediate
obligations. Value8 has allocated its available liquidity with several European credit
institutions with at least an A rating. All company's current liabilities must be met
within one year. If Value8 enters new obligations, this could lead to a higher
liquidity risk. Also, in case of bankruptcy in the bank where the liquidities are held,
Value8 would face a potential liquidity risk. In the event of insufficient liquidity,
assets may have to be sold under unfavourable terms to free up additional
liquidity to meet immediate liabilities, or collateral may be realised at lower values
than would be possible under normal circumstances.
To the extent that debt financing is present within one of the portfolio companies,
Value8 makes every effort to ensure that these companies build sufficient margins
to mitigate liquidity risk.
Sources of funding
In the context of the objective of value creation for shareholders, a balanced mix
of financing sources is sought, referring in any case to a sound equity/debt ratio.
In doing so, Value8 can issue ordinary shares and cumulative preference shares.
The possibilities for financing through loan capital are also analysed periodically.
In that context, given the relatively low interest rate on government bonds, the
issue of a bond or convertible bond loan is also being considered to supplement
or replace the current credit line and to increase the company’s liquidity position.
Various other sources of funding exist for further investments and meeting
existing commitments, including divestments of (listed) investments and
repayments on loans made.
Value8 has several funding sources, including a sizeable investment portfolio and
cash and cash equivalents, to support its growth. Value8 aims to grow to
strengthen the clusters in which it operates and, in addition to organic growth,
seeks opportunities through investments, acquisitions or taking (equity) interests.
Risk appetite
Pursuing objectives is inextricably linked to taking (controlled) risks. The
willingness to take risks is proportionate to the size and life stage of the relevant
activities and to the expected return. Value8 has a very low-risk appetite in the
context of compliance and reputation. Value8 has set itself the goal of designing
the organisation so that decisive entrepreneurship goes hand in hand with the
effective management of risks.
Risk management and control systems
Value8’s risk management and control systems include monitoring the realisation
of the budgets of group companies and associates. After the adoption of budgets,
management is accountable through a reporting structure and an interim
consultation with Value8’s Board of Directors.
Value8 | Annual Report 2024
27
Risk factors
Share structure and
legal structure
Corporate governance
In addition, Value8 is mostly involved as a shareholder in important proposed
investment decisions. These include approval decisions relating to substantial
investment decisions, the appointment of key officers and the financing of
activities.
Value8’s financial administration is managed internally, as is the administration of
various portfolio companies. Most of these companies are audited by an external
auditor. During the financial year, Value8’s Board of Directors continuously
analyses and assesses the effective operation of existing risk management and
control systems, utilising formal processes, reports and assessments.
The Board of Directors concludes that there is sufficient risk awareness within the
organisation, that the internal risk management and control system generally
functioned properly during the year under review, and that no irresponsible risks
were taken. The Board further states that the annual report provides sufficient
insight into any deficiencies in the functioning of internal risk management and
control systems concerning identified risks. There are no indications to assume
that these systems will fail to function properly in the current year, and the current
state of affairs justifies applying the going concern principle.
Regarding financial reporting risks, the Board states that the internal risk
management and control systems provide a reasonable degree of certainty that
the financial reports do not contain any material misstatements and that these
systems functioned properly in the year under review.
Value8 | Annual Report 2024
28
Risk factors
Share structure and
legal structure
Corporate governance
Value8 is a public limited liability company listed on the Euronext Amsterdam
stock exchange. The ticker symbol of the B shares is VALUE, and the ISIN code is
NL0010661864. The ticker symbol of the cumulative preference C shares is PREVA,
and the ISIN code is NL0009875483.
At the end of 2024, Value8’s authorised capital amounted to €7,280,000. The
authorised capital consists of:
€2,800,000 in A shares with a nominal value of €0.35;
€14,000,000 in B shares (listed) with a nominal value of €0.35;
€4,000,000 in C shares (listed, cumulative preference) with a nominal value of
€0.35.
The A shares are registered shares, while The B and C shares are either bearer
shares or registered shares at the option of the holder.
At the end of 2024, the issued capital amounted to €4,340,166,25. This consisted
of
10,685,792 ordinary B shares (listed)
1,714,683 C shares (listed, cumulative preference)
No A shares are currently outstanding. As of year-end 2024, Value8 held
1,081,905 ordinary B shares and 425,255 cumulative preference C shares. All
issued shares are fully paid up. As of the date of publication, no changes have
taken place in the issued capital. At the publication date of this annual report,
in addition to the shares held by Value8, there are two shareholders with a
stake exceeding 3%:
3L Capital Holding BV (a company owned by P.P.F. de Vries) with a 35.14%
stake, reported on 20 September 2021 as stated in the AFM Register ‘Directors
and Supervisory Directors’.
Mr J.P. Visser, with a 25.6% stake, reported on 19 March 2020 as stated in the
AFM Register ‘Substantial Holdings and Gross Short Positions.
15. Share structure and legal structure
In the AFM Register ‘Substantial Holdings and Gross Short Positions’, the actual
percentages may change from the stated number or percentage within the legal
bandwidth. The AFM Register ‘Directors and Supervisory Directors’ has no
bandwidth. Both registers may state a later, different number or percentage since
the publication of this annual report.
15.1 Cumulative preference shares C
The cumulative preference C shares have a dividend of 5% of the basic value,
which is defined as the first price at which they were issued. The basic value is
€6.25 per cumulative preference C share. The cumulative preference C shares have
been listed on the official market at Euronext Amsterdam since 6 January 2012.
According to Article 23 of the Articles of Association, Value8 must pay the
dividend on the cumulative preference C shares from the profit before it can
proceed to pay out dividends to holders of A and B shares. The dividend on the
cumulative preference C shares is preferential to the dividend on A and B shares.
This means that if Value8 fails to pay the dividend on the cumulative preference C
shares in any given year, the dividend on the ordinary shares can only be paid
after the overdue dividends on the cumulative preference C shares have been
paid.
The voting rights on the cumulative preference C shares are designed in
accordance with the Dutch Corporate Governance Code, whereby the voting right
on a cumulative preference C share is based on the fair value of the capital
contribution in relation to the share price of an ordinary B share. The voting rights
are calculated based on the mutual ratio of the two share prices on the record
date of the shareholders’ meeting.
Value8 | Annual Report 2024
29
Share structure
and legal structure
Corporate governance
Personalia
In accordance with Article 9 of the Articles of Association, Value8 has the right to
withdraw the cumulative preference C shares at any time. In that case, the
shareholders will receive the full amount, including any dividend arrears. This
means that if Value8 should withdraw the cumulative preference C shares, the
holders of these shares will be repaid their capital contribution (€6.25), plus any
unpaid dividends. Value8 stated on 4 June 2020 that it does not intend to
withdraw the cumulative preference C shares in the coming five years, i.e. until
2025. Since 2021, Value8 has paid the preference dividend on a quarterly basis.
15.2 Dividend
Value8 aims to create long-term shareholder value. Annually, the value of existing
interests in portfolio companies and investments is determined. Based on this, the
change in value can be assessed. The value of these (partly listed) interests can
vary strongly, which means that Value8’s results can also fluctuate year-on-year.
Even in financial years with negative results, Value8 may still consider paying
dividends. In that context, the company aims to provide a limited but stable
growing dividend for ordinary shareholders while retaining a significant part of the
profit for reinvestment. Depending on liquidity planning, stock dividends may also
be proposed.
Regarding the dividend on the cumulative preference C shares, Value8 aims to pay
the annual cash dividend on these shares and, if feasible, distribute dividends even
in years with negative results.
On 4 December 2024, Value8 paid a dividend of €0.19 per ordinary share, payable
at its option in cash or cumulative preference shares. Furthermore, the regular 5%
cash dividend was paid in four instalments, one instalment per calendar quarter,
on the cumulative preference shares.
At the 2025 shareholders’ meeting, Value8 intends to propose a cash dividend of
€0.20 per ordinary share (optionally as a stock dividend in cumulative preference C
shares) and to finalise the dividend already paid over 2024 of €0.3125 per
cumulative preference C share. This dividend has been paid quarterly since 2021.
Value8 continues to intend to pay a quarterly dividend on the cumulative
preference shares during 2025.
15.3 Articles of Association regarding appointment and dismissal of
members of the Board of Directors and members of the Supervisory
Board
The following contains the relevant provisions of the Articles of Association, to the
extent they are not mentioned elsewhere in this annual report.
Article 14 of Value8’s Articles of Association states that Value8 is managed by a
Board of Directors consisting of one or more members and that these members
are appointed by the General Meeting of Shareholders. Article 15 of Value8’s
Articles of Association states that Value8 has a Supervisory Board consisting of at
least two members and that these members are appointed by Value8’s General
Meeting of Shareholders. If more than one member is in office, the Supervisory
Board appoints a chairman from among its members (Article 19.2). A person
employed by Value8 cannot be appointed as a supervisory director. The General
Meeting of Shareholders of Value8 may appoint a member of the Supervisory
Board as a delegated Supervisory Board member, charged with the day-to-day
supervision of the Value8 Board of Directors. Article 16 of Value8’s Articles of
Association states that the General Meeting of Shareholders can always suspend
and dismiss a member of the Board of Directors or a member of the Supervisory
Board.
Amending the rights of Value8 shareholders requires an amendment of the
Articles of Association by the General Meeting of Shareholders. Article 36 of the
Articles of Association states that an amendment of the Articles of Association is
possible with at least two-thirds of the General Meeting of Shareholders’ votes, on
the proposal of the Board of Directors, and with the prior approval of the
Supervisory Board.
Value8 | Annual Report 2024
30
Share structure
and legal structure
Corporate governance
Personalia
15.4 Issue and acquisition of shares
Shares or rights to take up shares can, under Article 6 of Value8’s Articles of
Association, only be issued pursuant to a resolution of the General Meeting of
Shareholders or the Board of Directors if it has been designated for that purpose
by the General Meeting of Shareholders. If the Board of Directors has been
designated for that purpose, the General Meeting of Shareholders can no longer
decide on a further issue if the designation is in force. The resolution to be issued
by the General Meeting of Shareholders and/or the Board of Directors requires the
prior approval of the Supervisory Board.
When A or B shares or rights to subscribe for A and B shares are issued, each
shareholder has a pre-emptive right in proportion to the aggregate amount of his
shares, subject to the provisions of the law. The pre-emptive right may be limited
or excluded by the body authorised to issue each time for a single issue.
Acquisition other than for free can only take place if and insofar as the General
Meeting of Shareholders has authorised the Board of Directors to do so. This
authorisation is valid for a maximum of eighteen months. The General Meeting of
Shareholders must stipulate in the authorisation how many shares may be
acquired, how they may be acquired, and in which bandwidth the price must be.
The resolution to repurchase shares requires the prior approval of the Supervisory
Board.
At the General Meeting of Shareholders on 26 June 2024, the shareholders
authorised the Board of Directors to issue a maximum of 20% of the company’s
issued capital in shares or rights thereto for a period of 18 months, with the option
to limit or exclude the pre-emptive right. At the same meeting, the Board of
Directors was authorised to repurchase shares during the statutory maximum
period of 18 months from the date of the meeting, subject to the law and the
Articles of Association. The maximum number of shares that can be repurchased is
20% of the issued share capital. Repurchase transactions concerning B and/or C
shares must be executed at a price between the nominal value of the shares and
110% of the opening price of the shares (as stated in Euronext Amsterdam’s
Official Price List) on the day of the repurchase transaction or—in the absence of
such a price—based on the last price stated therein. Repurchase transactions may
be executed on the stock exchange or otherwise.
Value8 | Annual Report 2024
31
Share structure
and legal structure
Corporate governance
Personalia
Value8 has a two-tier board structure: a Board of Directors and a Supervisory
Board. The outlines of the current governance structure are described below.
16.1 Board of Directors
The Board of Directors is charged with managing the company, which means,
among other things, that it is responsible for achieving the company’s objectives,
the strategy with the associated risk profile, the development of results and the
ESG aspects of doing business relevant to the company. The Board of Directors is
accountable to the Supervisory Board and the General Meeting of Shareholders.
The Board of Directors keeps the Supervisory Board informed of the course of
business, consults with the Supervisory Board on important matters and submits
important decisions to the Supervisory Board and/or the General Meeting of
Shareholders for approval.
The Supervisory Board determines the remuneration and further conditions for
each member of the Board of Directors. These are based on the remuneration
policy adopted by the General Meeting of Shareholders. The Supervisory Board
can always suspend a Board member. The General Meeting of Shareholders can
always suspend and dismiss a member of the Board of Directors. Any conflict of
interest or appearance thereof between Valeu8 and members of the Board of
Directors is avoided.
16.2 Supervisory Board
The Supervisory Board supervises the policy of the Board of Directors and the
general course of affairs. The Supervisory Board provides the Board of Directors
with advice. In discharging their duties, the Supervisory Board members are
guided by the company’s interests. The Board of Directors provides the
Supervisory Board with the information it needs to perform its duties in a timely
manner.
16. Corporate governance
The Supervisory Board members are appointed by the General Meeting of
Shareholders upon nomination by the Supervisory Board. In doing so, care is
taken to ensure that the Supervisory Board is composed in such a way that its
members can operate independently and scrupulously with respect to each other,
the Board of Directors, and any investment. Any conflict of interest or appearance
thereof between the company and Supervisory Board members is avoided. The
Supervisory Board is responsible for the quality of its own performance. A
Supervisory Board member shall retire no later than the closing time of the
General Meeting of Shareholders, first following the day four years after his last
appointment.
The remuneration of each member of the Supervisory Board is determined by the
General Meeting of Shareholders and does not depend on the company’s results.
The Supervisory Board appoints a chairman from among its members. If the
Supervisory Board consists of fewer than five people, the three so-called core
committees (audit committee, remuneration committee and selection and
appointment committee) are integrated into the Supervisory Board. During the
past year, the company has not provided any personal loans to any member of the
Supervisory Board.
16.3 Corporate Governance Code
Value8 attaches great importance to sound and transparent corporate governance
and strives for clear communication with all stakeholders. This includes the
relevant ESG aspects of doing business. Value8 has implemented the Dutch
Corporate Governance Code and endorses its principles. The code can be found at
www.mccg.nl. A revised code was published in December 2022.
Value8 | Annual Report 2024
32
Corporate
governance
Personalia
Board of Directors
Statement
Value8’s Board of Directors and Supervisory Board jointly prepared a document
describing Value8’s corporate governance structure. This includes an indication
per best practice provision of the revised code and the extent to which Value8
applies this provision. This document is available on Value8’s website
(www.value8.com) under ‘Investor Relations > Corporate Governance’. Any
substantial change in the company’s corporate governance structure and
compliance with the Corporate Governance Code will be submitted to the General
Meeting of Shareholders for discussion under a separate agenda item.
Value8 has chosen to comply with the Dutch Corporate Governance Code as much
as possible. Deviations from the best-practice provisions are only made on a few
minor points, where application is not (yet) considered desirable from a cost
perspective. In accordance with the ‘comply or explain’ principle, Value8, therefore,
complies in full. The following best practice provisions are not (fully) applied based
on the explanations below:
Best practice provisions 1.3.1 to 1.3.5
Given its size, Value8 does not have an internal auditor. For this reason, provisions
1.3.1 to 1.3.5 do not apply.
Best practice provision 4.2.3
Given the company’s size, not all presentations to (institutional) investors or
analysts and press conferences can be attended simultaneously via webcasting or
otherwise.
16.4 Corporate governance statement
This statement is included pursuant to Article 2a of the ‘Decree on the content of
management reports’. For the required statements referred to in Articles 3, 3a and
3b of this Decree, please refer to the relevant references in this annual report
(more specifically, Chapters 12- 15 of the annual report).
The following communications should be considered as inserted and repeated
here:
Compliance with principles and best-practice provisions of the Corporate
Governance Code (14.3 ‘Corporate Governance Code’).
The main features of Value8’s risk management and control systems (12.1 ‘Risk
management and control systems’).
The functioning of the General Meetings of Shareholders, the rights of
Value8’s shareholders and how they can be exercised, insofar as this does not
immediately follow from the law (13 ‘Share structure and legal structure’).
The members and functioning of the Board of Directors and the Supervisory
Board (15 ‘Personalia’).
The diversity policy regarding the members of the Board of Directors and the
Supervisory Board (14.4, ‘Corporate governance statement’ under the heading
‘ESG’), as well as how the policy will be implemented and its results in 2022.
The information in the ‘Decree on Article 10 Takeover Directive’ that must be
provided pursuant to Article 3b of the ‘Decree on the content of the
management report’ is listed below.
Decree on Article 10 Takeover Directive decision
Pursuant to Article 1 of the ‘Decree on Article 10 Takeover Directive’, Value8
provides explanations on the following topics.
Capital structure
The capital structure is listed in Chapter 13, ‘Share structure and legal structure’.
Restrictions
Value8 has restrictions on the transfer of shares, voting rights, deadlines for
exercising voting rights and the issue of shares or the grant of rights to subscribe
for shares. Value8 is not aware of any agreement between shareholders regarding
the restriction of transfer or voting rights.
Value8 | Annual Report 2024
33
Corporate
governance
Personalia
Board of Directors
Statement
Notification of substantial holdings
Substantial holdings, to the extent known to Value8, are listed in Chapter 13,
‘Share structure and legal structure’.
Special control rights and control mechanisms
There are no special control rights attached to the shares. There are no
mechanisms for controlling an arrangement that grants rights to employees to
acquire shares in the capital of the company or a subsidiary.
Restriction of voting rights, exercise of voting rights
There are no restrictions on voting rights or the exercise of voting rights attached
to the shares.
Appointment and dismissal of members of the Supervisory Board
and Board of Directors
Regarding the appointment and dismissal of members of the Supervisory Board
and the Board of Directors, reference is made to Chapter 14 ‘Corporate
governance’ of the annual report.
Amendment of the Articles of Association
Regarding the amendment of the Articles of Association, reference is made to
Chapter 14, ‘Corporate governance’.
Powers of the Board of Directors
Chapter 13 ‘Share structure and legal structure’ explains the powers of the Board
of Directors, including powers to issue shares and acquire its own shares.
Protective measures
The company has no general protective measures against a takeover of control of
the company, such as certification of shares, priority shares or protective
preference shares. There are no significant agreements to which the company is a
party that is formed, amended, or dissolved under the condition of a change of
control of the company after a public offer within the meaning of Article 5:70 of
the Financial Supervision Act has been made.
The company does not have an agreement with a director or an employee that
provides for payment upon termination of employment following a public offer
within the meaning of Article 5:70 of the Financial Supervision Act.
Investor relations policy
Value8 informs shareholders, investors, and the market on a regular basis via the
publication of press releases based on trading updates and full financial reports
upon publication of the annual and half-yearly figures. Value8 considers it
important to maintain the relationship with existing shareholders and to bring the
company and the shares to
the attention of potential investors.
ESG policy
Value8 considers the relevant ESG aspects of doing business. Both in making new
investments and in its existing operations, Value8 weighs ESG aspects, such as
sustainability and social impact, in its decision-making to achieve value growth for
shareholders. Since its founding in 2008, Value8 has achieved substantial long-
term growth for its shareholders and other relevant stakeholders. In 2024, Value8
continued to make progress in its long-term value-creating strategy.
Value8 believes that a company’s long-term success is based on the beneficial
cooperation of stakeholders. As active shareholders, Value8 supports and
encourages its companies to achieve sustainable long-term growth and create
long-term value with respect to the interests of other stakeholders and
environmental, social and governance aspects.
Value8 also take its responsibility as an investor seriously. Through its investments,
Value8 aims to build leading companies that deliver strong results and growth,
offer first-class services and products, and are good employers for their teams
while at the same time minimising the impact of their activities on the
environment. To better monitor its ESG policy, Value8 is considering using various
non-financial performance indicators at the level of Value8 itself and, where
appropriate, at the level of its investments.
Value8 | Annual Report 2024
34
Corporate
governance
Personalia
Board of Directors
Statement
Active policy at portfolio companies
The various portfolio companies have an active policy on corporate social
responsibility (CSR). With its stake in Kersten, Value8 acquired a CSR pioneer in
2015. Kersten leads the way in resource reuse and aims to have a significant part
of its workforce of people with special needs and different abilities. All this has
resulted in Kersten being the first company selling medical supplies in the
Netherlands to obtain a certified Social Enterprise Performance Ladder (PSO).
Currently, Kersten is among the most inclusive companies in the Netherlands with
PSO ladder 3.
Diversity policy
Value8’s diversity policy aims to improve the organisation by making the best
possible use of its (potential) employees and by optimising the composition of its
workforce regarding the different backgrounds and qualities of its employees.
Value8 is convinced that working with employees from different backgrounds and
with varied qualities contributes to achieving its growth objectives. The company
strives to create a working environment where everyone’s competencies and
personalities flourish.
When recruiting and selecting new employees, the diversity policy is considered.
Value8 aims for a balanced representation of men and women on both the Board
of Directors and the Supervisory Board, and this objective was considered in 2024
with the new appointment to the Supervisory Board. In this context, female
candidates with an investment and/or finance background are periodically sought
for roles at Value8 or its investments. Value8 intends to continue this diversity
policy when expanding or replacing key positions at Value8 and its investments.
Value8 | Annual Report 2024
35
Corporate
governance
Personalia
Board of Directors
Statement
Board of Directors
Mr P.P.F. de Vries (CEO)
Mr P.P.F. de Vries (1967, Dutch nationality) is a major shareholder and chairman of
Value8’s Board of Directors and has extensive experience in the field of listed
companies. Before founding Value8, Mr De Vries was—for eighteen years (October
1989-October 2007)—associated with the Dutch Investors’ Association (VEB). For
the last twelve years, he has been the managing director of VEB. During 2002-
2003, he was a core member of the Tabaksblat Committee. Mr De Vries studied
Business Economics at Erasmus University Rotterdam (1985-1991).
Furthermore, he was chairman of the pan-European organisation of shareholders’
associations Eurohareholders (2005-2010), a member of the Market Participants
Panel of the pan-European stock market supervisory organisation CESR (2003-
2010), a member of the Supervisory Board of EDCC N.V. (2009-2011) and a
member of the Board of the legal predecessors of Almunda Professionals N.V.
(2011-2012 and 12 December 2013-29 January 2014) and a member of the
Supervisory Board of Euronext Amsterdam N.V. (2014-2017) and SnowWorld
(2014-2022). Mr De Vries is a member of the Committee of Recommendation of
the Juliana Children’s Hospital Foundation. In addition to his position as CEO of
Value8, Mr De Vries is currently a member of the Board of Directors at Cumulex
N.V., Hawick Data N.V., and MKB Nedsense N.V. He is also a member of the
Supervisory Board at Almunda Professionals N.V. and Morefield Group N.V.
Mr G.P. Hettinga (Member of the Board of Directors)
Mr G.P. Hettinga (1977, Dutch nationality) is a member of the Board of Directors
and co-founder of Value8. Mr Hettinga completed his studies in Business
Administration of the Financial Sector at VU University Amsterdam in 2001. From
June 2001 to September 2008, he worked as an economist at the Dutch
Shareholders’ Association (VEB).
17.Personalia
In 2007, he was appointed chief economist at the VEB. Mr Hettinga gained
extensive and relevant experience and expertise, including in the field of analysing
listed companies, corporate governance, investor relations, internet, and takeover
bids. Among others, Mr Hettinga was a member of the Supervisory Board at EDCC
N.V. (2009-2011), Lavide Holding N.V. (2013-2014), Novisource N.V. (2013-2014)
and N.V. Dico International (2011-2015). In addition to his position at Value8, Mr
Hettinga is currently a member of the Board of Directors at Cumulex N.V. and a
member of the Supervisory Board at MKB Nedsense N.V. and Hawick Data N.V.
Supervisory Board
Mr R.A.E. de Haze Winkelman
Mr R.A.E. de Haze Winkelman (1954) is a former director of the Association of
Stockholders (1987-1996). He has worked in various political positions, including
the parliamentary group chairman of the Provincial Council of South Holland
(VVD) and a member of the Upper House (VVD). Mr de Haze Winkelman studied
Business Law and Tax Law at Leiden University and was deputy head of payroll tax
at the Ministry of Finance prior to his period at VEB. Mr de Haze Winkelman has
extensive expertise and experience in the field of investments, listed companies,
international financial markets, and corporate governance.
Ms E.H.L. Vervuurt
Ms. E.H.L. Vervuurt (1964) is a lawyer-Legal Director at Pinsent Masons, based in
Amsterdam. As a lawyer, Ms. Vervuurt specialises in financial law, advising
both
Dutch and international clients on, inter alia, financial regulation
and anti-money
laundering compliance and is involved in banking and finance transactions. She
studied corporate law at Leiden University (1991) and has worked at, among
others, the Ministry of VROM, the Association of Stockholders, Andersen Legal,
Bird &
Bird and Buren Legal. She has been with Pinsent Masons since June 2023.
Ms Vervuurt
has Dutch nationality and currently holds no Value8 shares.
Value8 | Annual Report 2024
36
Personalia
Board of Directors Statement
Members of the Supervisory Board
Mr R.A.E. de Haze Winkelman
Appointed on 22 May 2019 by the General Meeting of Shareholders and was
reappointed in 2023. The second term runs until the 2027 General Meeting of
Shareholders.
Ms. E.H.L. Vervuurt
Appointed on 19 December 2024 by the General Meeting of Shareholders for a
period of four years.
Members of the Board of Directors
Mr. P.P.F. de Vries
Took office on 24 September 2008. On 26 June 2024, Mr De Vries was appointed
for another four-year term by the General Meeting of Shareholders. The fifth term
expires in 2028.
Mr. G.P. Hettinga
Took office on 24 September 2008. On 26 June 2024, Mr Hettinga was appointed
for another four-year term by the General Meeting of Shareholders. The fifth term
expires in 2028.
Value8 | Annual Report 2024
37
Personalia
Board of Directors Statement
The Board of Directors declares that to its knowledge:
the financial statements, as included in this report, give a true and fair view of
the assets, liabilities, financial position, and results for the financial year of
Value8.
the management report, as included in this annual report, gives a true and
fair view of the situation on the balance sheet date and the course of
business during the financial year of Value8. The management report
describes the material risks Value8 faces.
Bussum, the Netherlands, 30 April 2025
Board of Directors
Drs P.P.F. de Vries
Drs G.P. Hettinga
18.Board of Directors Statement
Value8 | Annual Report 2024
38
39 VALUE8 | FINANCIAL STATEMENTS 2024
Glossary
DCF
Discounted Cash Flow valuation method for evaluating an investment by
estimating future cash
flows,
considering
the time value of money.
Earnings per share
Net income
attributed to ordinary shares divided by the weighted number of
ordinary shares during the financial year.
Earnings per share before amortisation
Net income attributable to ordinary shares before amortisation divided by the
weighted number of ordinary shares during the financial year.
Diluted earnings per share
Net income divided by the weighted number of ordinary shares during the
financial year, assuming that all rights to shares (such as options or convertible
bonds) would have been exercised.
EBIT
Earnings before interest and taxes.
ECL
Expected credit loss.
EBITDA
Earnings before interest, taxes,
depreciation,
and amortisation.
FTE
Full-time equivalent. A unit of account used to express the size of the number
of employees. One FTE
represents one staff member with a full working week.
IFRS
The International Financial Reporting Standards (IFRS) is an accounting
standard for annual reports. Since 1 January 2005, listed companies in the EU
have been required to report in this manner
Net asset value per share
The equity per ordinary share.
Normalised result
The result before deduction of non-recurring costs and income.
Operating EBITDA
EBITDA from normal operations.
Operating profit
EBIT.
Recurring EBITDA
EBITDA before
deduction of non-recurring costs and income.
Solvency
Equity expressed as a percentage of total assets.
Total shareholder return (TSR)
The return on equity measured by the change in share price plus the dividend.
WACC
Weighted average cost of capital.
It
is a formula
by which the average costs
of
a company's capital are calculated. The cost of debt
and the cost
of
equity are
weighted.
40 VALUE8 | FINANCIAL STATEMENTS 2024
19
Financial
Statements
2024
41 VALUE8 | FINANCIAL STATEMENTS 2024
Table of
Contents
19.1
Financial statements
42
19.1.1
Statement of Financial Position
42
19.1.2
Income Statement
43
19.1.3 Statement of
Changes in
Equity
44
19.1.4 Cash flow statement
2024
45
19.2 Notes to the
financial statements
47
19.2.1
Value8
basis for reporting
48
19.2.2
Tangible fixed assets
50
19.2.3
Property investments
50
19.2.4
Private equity investments
50
19.2.5
Loans granted to listed investments
60
19.2.6
Loans
granted to others
61
19.2.7
Options on investments in investment portfolio
61
19.2.8
Listed investments
61
19.2.9
Receivables
and
accruals
64
19.2.10
Cash
64
19.2.11
Share
capital
64
19.2.12
Earnings per share
64
19.2.13
Non-current liabilities
64
19.2.14
Amounts owed to credit institutions
64
19.2.15
Loans from related parties
64
19.2.16
Loans from others
65
19.2.17
Trade and other payables
65
19.2.18
Financial instruments measured at fair value
65
19.2.19
Contingent liabilities
66
19.2.20
Risks
66
19.2.21
Related parties
68
19.2.22
Events after the balance sheet date
69
19.2.23
Fair value changes private equity investments
70
19.2.24
Fair value changes listed investments
70
19.2.25
Interest loans granted to private equity investments
70
19.2.26
Interest listed investments
70
19.2.27
Realised results
70
19.2.28
Other income
70
19.2.29
Dividends
70
19.2.30
Wages, salaries,
and
payroll taxes
71
19.2.31
Other operating expenses
71
19.2.32
Financial income and expenses
71
19.2.33
Corporate income taxes
71
19.2.34
Segmented information
72
19.2.35
External auditor’s
service fees
72
19.2.36
Proposed appropriation of profit
72
19.3 Other data
73
19.3.1 Statutory provisions on profit appropriation
73
19.3.2 Articles of association amended
19.3.3 Auditors report
73
74
42 VALUE8 | FINANCIAL STATEMENTS 2024
19.1
Financial statements
19.1.1
Statement of Financial Position
(x
€1,000)
31-12-2024
31-12-2023
Assets
Fixed assets
Tangible fixed assets
19.2.2
186
312
Property investments
19.2.3
715
715
Private equity investments
19.2.4
15,867
21,045
Loans granted to private equity investments
19.2.4
695
951
Loans granted to listed investments
19.2.5
14,214
11,327
Loans granted to others
19.2.6
478
327
Options listed investments
19.2.7
1,196
513
Listed investments
19.2.8
41,035
39,492
Total fixed assets
74,386
74,682
Current assets
Loans granted to
private equity
investments
19.2.4
-
689
Listed investments
19.2.8
34,336
32,202
Receivables and accruals
19.2.9
204
348
Cash
19.2.10
1,090
794
Total current assets
35,630
34,033
Total assets
110,016
108,715
Equity and Liabilities
Equity
Share capital
19.2.11
3,740
3,740
5% Cumulative preference shares
600
537
Share premium
32,738
33,864
Share premium 5% cumulative
preference shares
10,117
9,054
Revaluation reserve
4,185
6,005
Other reserves
44,489
38,202
Result
7,136
5,820
Total equity attributable to shareholders of the company
103,005
97,222
Long-term liabilities
Lease and rent liabilities
19.2.13
30
151
Total long-term liabilities
30
151
Current liabilities
Current account with credit institutions
19.2.14
2,825
4,462
Loans from related parties
19.2.15
2,333
2,541
Loans from others
19.2.16
-
2,610
Lease and rent commitments
19.2.13
133
129
Trade and other payables
19.2.17
1,690
1,600
Total current liabilities
6,981
11,342
Total liabilities
7,011
11,493
Total equity and liabilities
110,016
108,715
43 VALUE8 | FINANCIAL STATEMENTS 2024
19.1.2
Income Statement
(x
€1.000)
2024
2023
Operating income
Fair value changes private equity investments
19.2.23
456
424
Fair value changes listed investments
19.2.24
2,580
4,314
ECL charge loans granted to
private equity investments
19.2.4
- 45
- 208
ECL
charge loans granted to listed investments
19.2.5
260
119
Fair value changes options listed investments
19.2.7
682
113
Interest on loans granted to private equity investments
19.2.25
48
190
Interest on loans granted to listed investments
19.2.26
1,133
590
Interest on loans granted to others
19.2.6
30
6
Realised results private equity investments
19.2.27
463
-
Realised results listed investments
19.2.27
-
48
286
Other income
19.2.28
250
136
Dividends
19.2.29
3,757
2,213
Total operating income
9,566
8,183
Operating costs
Wages,
salaries, and payroll taxes
19.2.30
1,207
1,080
Other operating expenses
19.2.31
599
537
Depreciation and amortisation
19.2.2
128
122
Total operating expenses
1,934
1,739
Finance income and finance expenses
Financial income
19.2.32
-
-
Financial expenses
19.2.32
-
496
-
624
Net finance income (expense)
- 496
- 624
Result before tax
7,136
5,820
Income taxes
19.2.33
-
-
Result after tax
7,136
5,820
Attributable to:
Shareholders of the company
7,136
5,820
Result for the financial year
7,136
5,820
Earnings per share attributable to shareholders
Earnings per share attributable to
shareholders
19.2.12
0,71
0,57
Statement of comprehensive income
Result for the financial period
7,136
5,820
Total net realised and unrealised results for the financial year
7,136
5,820
Attributable to:
Shareholders of the company
7,136
5,820
Total result for the financial year
7,136
5,820
44 VALUE8 | FINANCIAL STATEMENTS 2024
19.1.3
Statement of
Changes in
Equity
(x
€1,000)
Share
capital
5% Cumulative
preference
shares
Share
premium
Share premium
5% Cumulative
preference shares
Revaluation
reserve
Other
reserves
Retained
earnings
Total
equity
Balance at 1 January 2023
3,740
412
36,095
6,948
5,829
41,403
- 2,531
91,896
Changes
Loss
appropriation 2022
-
-
-
-
-
-
2,531
2,531
-
Issue of shares
-
125
-
2,106
-
-
-
2,231
Changes in revaluations
-
-
-
-
176
-
176
-
-
Realised result 2023
-
-
-
-
-
-
5,820
5,820
Dividend in cash
-
-
-
-
-
-
494
-
-
494
Dividend in shares
-
-
-
2,231
-
-
-
-
-
2,231
Balance at 31 December 2023
3,740
537
33,864
9,054
6,005
38,202
5,820
97,222
Changes
Profit
appropriation
2023
-
-
-
-
-
5,820
-
5,820
-
Issue of shares
-
63
-
1,063
-
-
-
1,126
Changes in revaluations
-
-
-
-
-
1,820
1,820
-
-
Realised result
2024
-
-
-
-
-
-
7,136
7,136
Dividend in cash
-
-
-
-
-
-
1,353
-
-
1,353
Dividend
in shares
-
-
-
1,126
-
-
-
-
-
1,126
Balance at 31 December 2024
3,740
600
32,738
10,117
4,185
44,489
7,136
103,005
The changes in equity in the financial year
2024
include the following non-cash transaction:
•
Issue of shares
through
share-dividend for
€1,126.
45 VALUE8 | FINANCIAL STATEMENTS 2024
19.1.4
Cash
Flow
Statement
2024
(x
€1,000)
2024
2023
Net profit
19.1.2
7,136
5,820
Depreciation and amortisation
19.2.2
128
122
7,264
5,942
Adjustments for:
Net finance
expense
19.2.32
497
624
Income taxes
19.2.33
-
-
Fair value changes private equity investments
19.2.23
-
456
-
424
Fair value changes listed
investments
19.2.24
-
2,580
-
4,314
ECL
charge loans granted to private equity investments
19.2.4
45
208
ECL
charge loans granted to
listed investments
19.2.5
- 260
- 119
Fair value changes options listed investments
19.2.7
- 682
- 113
Interest
on
loans granted to private equity investments
19.2.25
-
48
-
190
Interest
on
loans granted to listed investments
19.2.26
-
1,133
-
590
Interest
on
loans
granted to others
19.2.6
-
30
-
6
Realised results private equity investments
19.2.27
- 463
-
Realised results listed investments
19.2.27
48
- 286
Private equity investments
19.2.4
-
123
-
4,150
Private equity divestments
19.2.4
6,220
800
Loans granted to private equity investments
19.2.4
-
-
170
Investments in listed
interests
19.2.8
- 4,517
- 9
Divestments in listed
interests
19.2.8
3,372
1,953
Loans granted to listed investments
19.2.5
- 1,494
- 145
Loans granted to
others
19.2.6
- 121
- 305
Redemptions
of loans granted to listed
investments
19.2.5
-
410
Redemptions of loans granted to private equity investments
19.2.4
948
22
Redemptions of
loans
granted to others
19.2.6
-
-
Changes
in receivables and
accruals
19.2.9
145
-
250
Changes in trade
payables
and other
payables
19.2.17
94
311
Finance
costs
paid
19.2.32
-
357
-
485
Cash flow from operating activities
6,369
-
1,286
46 VALUE8 | FINANCIAL STATEMENTS 2024
2024
2023
Cash flow from financing activities:
Dividend payment
19.1.3
-
1,353
-
494
Redemption
loans from
related parties
19.2.15
-
351
-
75
Redemption loans
from others
19.2.16
-
2,732
-
2,215
Loans provided from others
19.2.16
-
2,500
Cash flow from financing activities
-
4,436
-
284
Net change in cash and cash equivalents
1,933
-
1,570
Cash and cash equivalents at 1
January 2024
(2023)
19.1
-
3,668
-
2,098
Cash and cash equivalents on 31 December
2024
(2023)
19.1
-
1,735
-
3,668
Presented as follows in the Statement of Financial Position:
Cash and cash equivalents
1,090
794
Amounts owed to credit institutions
2,825
4,462
-
1,735
-
3,668
The cash flow from
operating
activities
cannot
be traced euro-for-euro
to the amounts in the specifications and
statements of
changes
referred to. The reason is that in those specifications and statements of
changes
in
investments, the
changes
are
reported
at book value
.
47 VALUE8 | FINANCIAL STATEMENTS 2024
19.2
Notes to the financial statements
19.2.1
Value8
basis for reporting
19.2.1.1
General
Value8 N.V. (Value8)
has its
statutory seat
in
Amsterdam,
the
Netherlands and
an
office in Bussum at Brediusweg 33.
Value8 is registered at the Chamber of Commerce with
registration number 09048032.
Value8 qualifies as an
investment company under IFRS.
Value8's
investments are
valued
at
fair
value
.
In
preparing
the financial statements,
the
2024
figures are compared with the previous financial
year, taken from the
unaudited
2023
financial statements
from
30 April
2024.
The
company’s
principal activities are
participating
in, financing and
lending
funds to natural
and/or
legal persons
and
providing guarantees and/or
other
securities
to third parties for its own obligations
and/or obligations
to
companies
in its investment
portfolio.
The shares of Value8 are listed on the official
market
of Euronext Amsterdam.
Business objective
Value8 supports small-cap companies in achieving their
growth objectives. Value8 provides venture capital to finance
that growth and enables these companies to be listed. As a
listed investment company, Value8 makes diversified
investing in the small-cap segment accessible to private and
institutional investors. Investments are made
based on
clear investment criteria, with an explicit focus on a
positive contribution (directly or indirectly) to social and
economic prosperity. The objective is to create long-term
shareholder value. Both in absolute and relative terms
(better than the benchmark). This objective is
pursued
with
a mitigated risk profile thanks to a spread of activities and
a conservative financing structure. Value8 expects a higher
probability of organic
growth and
value creation in sectors
that may be
enhanced
by megatrends
offering
higher
growth than gross national product.
These megatrends are
ageing, a retreating government, quality of life and
digitalisation.
In this context, five preferred
sectors have
been defined in the past:
healthcare
and leisure,
dedicated
business/financial
services,
environmental
sustainability,
food &
food
safety,
and
Internet &
technology.
The
five
preferred sectors are in line with the
megatrends:
•
Ageing: healthcare and leisure.
•
A retreating government:
dedicated business/financial
services.
•
Quality of life:
environment
sustainability,
food
and
food safety.
•
Digitalisation:
internet &
technology.
This sector focus does not exclude other sectors.
19.2.1.2
Significant accounting
policies
International Financial Reporting Standards
Value8’s
financial statements have been prepared in
accordance
with International Financial Reporting Standards
(IFRS)
, as adopted for use within the European Union (EU-
IFRS) and
in accordance
with Part 9 of Book 2 of the Dutch
Civil Code. The accounting policies applied by Value8 are in
accordance with IFRS,
effective
1
January 2024,
and
interpretations
published by
the International Financial
Reporting Interpretations Committee (IFRIC).
New accounting standards
Value8 has
applied
the following new and amended
IFRS
standards and IFRIC interpretations relevant
to the
Company in
2024, where applicable.
Application of these amended standards,
'IAS
1
–
Presentation of Financial Statements:
-
Classification of
Liabilities as Current or Non-current;
-
Classification of
Liabilities as Current or Non-current,
Deferral of Effective
Date);
-
Non-current Liabilities with Convenants', 'IFRS
16
-
Lease Liability in a Sale and Leaseback', 'IAS
7
Statement of
Cash Flows'
and
'IFRS
7
Financial Instruments: Disclosures:
Supplier Finance Arrangements'
and interpretations do not
have a material effect on Value8's equity and results of
operations and disclosures in the financial statements.
The following standards and interpretations were issued
as
of publication
date of the financial statements but
are
not
yet effective
for
the
2024
financial statements. Listed
below are only those standards for which Value8
reasonably
expects
that, when amended in the future, will
impact
Value8’s
disclosures, financial
position,
or results.
Value8 will apply these standards and interpretations as
soon as they are effective:
•
Amendments to IAS 21
–
The Effects of Changes in
Foreign Exchange Rates: Lack of Exchangeability.
•
Amendments to the Classification and Measurement of
Financial Instruments (IFRS 9 and IFRS 7)
.
•
IFRS 18
–
includes requirements for all entities applying
IFRS for the presentation and disclosure of information
in financial statements.
•
IFRS 19
–
Subsidiaries without Public Accountability:
Disclosures.
In addition to the above, the IASB has proposed
further
standards/amendments and interpretations.
However, these
48 VALUE8 | FINANCIAL STATEMENTS 2024
are not expected to have a material impact on Value8
’s
financial position and operating results.
Accounting policies used in the preparation of financial
statements
The financial statements
are denominated in euros.
Unless
stated otherwise, all amounts are rounded to the nearest
thousand, except
for
amounts per share.
The financial
statements
have been
prepared
on a
historical cost basis,
except for
the following:
•
Investments in private equity investments (unlisted
companies)
.
•
Investments in listed companies.
•
Financial instruments.
These
are measured at fair value.
Value adjustments are recognised through profit and loss.
Granted loans are measured at amortised cost in
accordance with IFRS 9. The preparation of financial
statements in
conformity with EU-IFRS requires
management to make judgements, estimates,
and
assumptions that affect the reported values of assets and
liabilities and income and expenses. The estimates and
underlying assumptions are based on experience and other
factors.
The estimates’ results
are
the basis for the
book
value
of
assets and liabilities that are not readily apparent
from other sources. Actual outcomes may differ
from
these
estimates.
The estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to estimates are
made
in the
period in which the estimates are
revised if the revision
affects only that period. Revisions in the reporting period
and future periods are made if the revision also
has
consequences for future periods. More specifically,
for
Value8, estimates and assumptions mainly affect the
valuation of
private equity investments
(investments in
unlisted companies) and, to a lesser extent, the valuation
of listed companies (if there is an inactive market) and
financial instruments (loans and options). The accounting
policies set out below have been applied consistently.
The financial statements
have been prepared on a
going-
concern basis.
19.2.1.3
Qualifying as an investment company
Value8 qualifies as an investment
company. Based on this
qualification, Value8 uses the consolidation exemption for
investment companies (IFRS 10-31).
Within the Value8 Group, there are no group companies that
are not investment companies themselves. Value8
carries
out
investment-related activities (IFRS 10-32). De facto, this
means that Value8 does not consolidate any group
companies. De facto, there is a
non-consolidated
balance
sheet,
profit and loss account
and cash flow statement. Based
on its qualification as an investment company, Value8 values
all participations at fair value
in the
profit and loss
account.
19.2.1.4
Foreign currency
Value8's presentation currency is the euro. It is equal to
the functional currency. Transactions in foreign currencies
are accounted for at the exchange rates prevailing at the
transaction date. Monetary assets and liabilities
denominated in foreign currencies are translated at the
closing rate at the balance sheet date. Gains and losses
arising from foreign currency transactions and the
translation of monetary assets and liabilities denominated
in foreign currencies are recognised in the income
statement.
Non-monetary items measured at fair value in a
foreign currency are translated at the exchange rate
prevailing at the date the fair value is determined.
19.2.1.5
Tangible fixed assets
Tangible fixed assets
are
on the balance sheet
at historical
cost, with
less accumulated depreciation and accumulated
impairment losses. Historical cost includes expenditures
directly related to the acquisition of the
concerned assets.
Subsequent expenditure on repairs and maintenance, for
example, is capitalised only
in the following cases:
•
If
the asset item is likely to generate additional future
economic benefits.
•
If
the cost of the asset can be measured reliably.
All other expenses are charged directly to the statement of
comprehensive income. Depreciation on
tangible fixed
assets
is charged to the statement of comprehensive
income on a straight-line basis. This is done over the
estimated lifetime
from
when
the relevant assets are ready
for use. The residual value and
lifetime
of assets are
reviewed annually at the balance sheet date and adjusted
as necessary. Gains and losses on the sale of
tangible fixed
assets
are in the statement of comprehensive income
under general administrative expenses.
Leases
At the inception of a contract, it is assessed whether a
contract is or contains a lease. A contract is or contains a
lease if, in exchange for a fee, the contract grants the right
to control the use of an identified asset for a specified
period. On commencement or amendment of a contract
containing a lease, the consideration in the contract is
attributed to
each
lease component based on relative
stand-alone prices. However, for property leases, the
Group has chosen not to separate
non-lease components
and
to account for the lease and non-lease components as
one lease component. The Group recognises a right-of-use
asset and a lease liability at the effective date of the lease.
The right-of-use asset is initially measured at cost, which
comprises the initial
amount of the lease liability,
adjusted
for lease payments made on or before the effective date,
plus initial direct costs incurred and an estimate of the
costs of dismantling and
removing the underlying asset or
49 VALUE8 | FINANCIAL STATEMENTS 2024
restoring the underlying asset or the site on which it is
located, less lease incentives received. The right of use is then
depreciated using the straight-line method from the effective
date to the end of the lease term unless the lease transfers
ownership of the underlying asset to the Group at the end of
the lease term or the cost of the right of use reflects that the
Group will exercise a purchase option. In that case, the right
of use is depreciated over the lifetime
of the underlying asset,
which is determined on the same basis as that of
tangible
fixed assets. In addition, the right of use is periodically
reduced by any impairment losses and adjusted for certain
revaluations of the lease liability. The lease liability is initially
measured at the present value of the lease payments not
paid at the effective date, discounted using the implicit
interest rate of the lease,
or, if
it
is
not practical to determine
that discount rate,
the marginal interest rate
is used.
Typically, the
marginal interest rate is used as the discount
rate,
which
Value8
determines
by obtaining interest rates
from various external funding sources, making certain
adjustments
to reflect
the terms of the lease and the type of
leased asset.
Lease payments included in the measurement of the lease
liability include the following:
•
Fi
xed
payments, including essentially fixed payments.
•
Variable lease payments that depend on an index or a
rate, initially valued based on the index or rate on the
effective date.
•
Amounts expected to be paid under a residual value
guarantee.
•
The exercise price under a purchase option that is
reasonably certain
to be
exercised
•
Lease payments in an optional renewal period if it is
reasonably certain that the renewal option will be
exercised.
•
Penalties for early termination of a lease unless
reasonably
unless
it is certain
that
it will not be
terminated early.
The lease liability is measured at amortised cost using the
effective interest method. It is revalued when there is a
change in future lease payments due to a change in an index
or rate when there is a change in the estimate of the amount
expected to be paid under a residual value guarantee,
when
the assessment changes whether a purchase, renewal or
termination option will be exercised or when there is a
revision of an essentially fixed lease payment. When the lease
liability is revalued in this way, a corresponding change is
made to the carrying amount of the right-of-use asset or
recognised in profit or loss if the carrying amount of the right-
of-use asset is reduced to zero.
Value8 presents rights of use that do not meet the definition
of property investments
under
tangible fixed assets
and lease
liabilities under 'loans' in the balance sheet.
Short-term leases
(leases with a maximum term of 12 months) and leases of
low-value assets, user rights and lease liabilities are
not
included
in the balance
sheet. Lease payments related to
these leases are recognised as an expense on a straight-line
basis over the lease term.
19.2.1.6
Property investments
Property investments
are accounted for according to the
cost
model at historical cost less accumulated depreciation and
impairment. Historical cost includes expenditures
directly
attributable to the acquisition of the
property
investments.
Insofar as there are dismantling obligations, these are
included in the cost of the assets.
If applicable, future
expenses are included in the carrying amount of the asset or
recognised as a separate asset, provided that it is probable
that the future economic benefits
associated with the
property
investment will
accrue to Value8 and the cost of the
item can be measured reliably. All other repairs and
maintenance costs are charged to the
profit and loss account
in the financial year in which they are incurred. Depreciation
is calculated using the straight-line method over the
estimated lifetime
(25-50 years).
Lifetime
and residual values
are reviewed annually and adjusted if necessary.
A property
investment that consists of land is not depreciated.
19.2.1.7
Financial assets
V
alue8 recognises the following financial asset classes:
•
Private
equity
investments.
•
Loans granted to
private equity investments.
•
Loans granted to
listed investments.
•
Loans granted to
others.
•
Options private equity investments.
•
Options listed investments.
•
Listed investments.
Value8
follows the International Private Equity and Venture
Capital Valuation Guidelines (IPEV Guidelines), which are
explained below.
Private equity investments
also include associates.
Associates are companies
where
Value8 exercises
significant influence over the financial and operating
policies
but does not
have
control. As Value8 is an
investment company,
these
investments
are measured at
fair value with fair value changes recognised through profit
or loss.
Unlisted group companies
(based
on
the
IFRS
definition)
are
not consolidated
under
IFRS 10-31
and are
classified
under
private equity investments
.
Under
IFRS
10-31,
unlisted group companies
are
measured at fair value with
fair value changes recognised through profit or loss.
Private equity investments are initially
recognised at cost.
After initial recognition,
unrealised
value changes resulting
from periodic revaluation are recognised in the income
statement.
Private equity investments
and options listed investments
are recognised at fair value,
with
fair value changes
50 VALUE8 | FINANCIAL STATEMENTS 2024
recognised
through profit or loss. Loans to portfolio
companies (granted
loans
to
private equity investments
and loans u/a listed investments) are classified under
fixed
assets or current assets depending on the maturity of the
loan. Presentation is made under
fixed
assets, except when
the maturity date is less than 12 months from the balance
sheet date, in which case classification as current assets is
made.
Loans to portfolio companies are financial assets with fixed
or determinable payments not
listed
in an active market.
After
the
initial recognition, these financial fixed assets are
measured at amortised cost using the effective interest
method and
net of
impairment for uncollectibility.
Listed investments include listed group companies
and
listed
non-controlling interests
(associates
and
investments).
Listed
group companies
are
not consolidated
under
IFRS 10-31
and
are
measured at fair value with fair
value changes recognised through profit or loss.
Associates
classified under listed investments are
measured
at
fair
value with fair
value changes recognised through profit or
loss
based on
IAS
28-18. Investments classified under
listed investments are
classified as held for trading and are
measured at fair value with fair value changes recognised
through profit or loss under IFRS 9.
Initially, listed
investments are accounted for at cost. After initial
recognition, unrealised changes in value resulting from
periodic revaluation are recognised in the income
statement.
Realised gains or losses on investments are calculated as
the difference
between
the sale price and the
carrying
amount
of the investment at the
time
of sale.
Determination of fair value
Regarding
methods
for determining
fair values, Value8
follows the International Private Equity and Ventures
Capital Valuation Guidelines.
a | Listed investments
The listed investments in Value8's portfolio are traded on
a
regulated market. A feature of a regulated market is that
the closing prices of listed investments are both available
and representative of the fair value of the listed
investments.
In accordance with IFRS 13-B34, listed
i
nvestments in
an active market
are
valued at the closing
price on the valuation date. In principle, for investments in
listed companies in an inactive market, the closing price on
the balance sheet date is initially used if there
are frequent
transactions during the reporting year. If there are no
frequent transactions during the
financial
year in an
inactive market, a discount is applied to the share price on
the balance sheet date.
If
shares
held in
a listed investment are not exchangeable
(letter shares), a discount is applied to the share price on
the balance sheet
date for illiquidity reasons.
Active and inactive markets
An active market is one that meets the following criteria:
•
The
financial instruments traded in a market are
homogeneous.
•
Buyers and sellers can normally be found at any time
(there are frequent market transactions)
.
•
Prices are available to the public.
In an
inactive market, a market is not well developed. A
market is not well-developed if there are no frequent
transactions during the reporting period.
For the determination of market liquidity,
Value8 considers
the following aspects:
•
The company provides regular updates to the market
(press releases)
.
•
Half-year figures and annual reports
are published to the
market.
•
There were no forced distress sales in the evaluation
period.
•
There were stock
transactions during the year:
o
There were transactions
almost every month in the
evaluation period.
o
Transactions
occurred
in the
last
month
of the
reporting
period, meaning June (for the half-year
figures) and December
(for the
financial
statements)
.
•
For comparable non-identical shares (often non-listen
letter shares)
,
the term within which these
shares can be
converted into listed shares is
considered.
•
A
discount
can be
applied to
the
share price
if a lack of
liquidity is determined.
b | Private equity investments
Private equity investments in the company's investment
portfolio comprise unlisted associates and unlisted
investments ('available for sale'). With these
investments,
there is an intention to dispose of the
investment
in
due
course. As these investments relate to unlisted companies
(therefore
not liquid), these interests are classified as
fixed
assets. Private equity investments are recognised on a fair
value basis,
with fair
value changes
recognised
through
profit or loss. Given the
underlying
characteristics of the
private equity investments
in the investment portfolio
(unlisted large, medium and
small
SMEs), fair value is
determined based on
the price of a recent transaction
(IFRS Level
3) or using a DCF calculation (IFRS Level 3). In
exceptional cases, the
multiplier method
(IFRS Level
3) is
used,
but
only
if the
underlying characteristic
of the
investment justifies applying a multiplier method. For
investments in which future cash flows are
no longer
expected,
except for the
settlement of
the company to be
liquidated, fair value is
determined using
the Net
Assets
method (IFRS Level 3).
Valuation methods
51 VALUE8 | FINANCIAL STATEMENTS 2024
The price of a recent transaction (valuation of
private equity
investments
).
When initially accounting for a
private equity
investment, the transaction price,
excluding
transaction
costs, is used as the fair value of the investment
(IFRS 9
-
5.1.1)
. Specific factors
related to the transaction are
considered
to assess
whether the transaction price is
representative of fair value, including:
•
Various rights linked to the new and already existing
investments (shares)
.
•
Disproportionate
dilution
of
existing shareholders
when new shareholders join.
•
The involvement of a
new strategic investor rather than
a financial investor.
•
A
transaction that qualifies as a
'forced
sale' or 'rescue
package'.
The length of the period during which the most recent
transaction price is still representative of the fair value
measurement depends on the specific circumstances of
the underlying private equity investment. In stable
market
conditions
with few changes
within
the
company
and/or
external
market conditions, the
period
in which the recent
transaction price can be used is longer than in a
period
of
rapid
change. Value8
applies
the price of a recent
transaction for up to one year after that transaction.
Available market prices (valuation of listed
investments)
For listed interests, the closing price on the valuation date
is used to determine the fair value of
the investment. An
active market is a precondition.
To determine whether an active market exists,
Value8
analyses
among others
the following factors:
•
Frequency of market transactions: are there sequential
transactions in the market every month throughout the
year?
•
The volume of transactions sequentially throughout the
year.
•
Proximity of transactions to the valuation date:
are
there any recent transactions?
•
Availability and correlation of market information:
Is
there
a
provision of current market information by the
company being valued,
and is there a correlation
between the market information provided and the
development of the share price?
Is sufficient public
information about the company to be valued available?
If Value8 concludes that there is an inactive market,
it
uses
the share price as an indication of fair value
whereby
a
discount is applied to the share
price.
Regarding a possible discount on the share price (IFRS
Level 2 valuation or IFRS Level 3 valuation derived from
the
share price), the relevance of the objectively observable
input variable (de facto closing price of the identical or
comparable share) is first evaluated. If relatively low
volumes in relation to outstanding shares (potentially) lead
to the conclusion that there is an inactive market, Value8
determines whether frequent transactions
occur
during
the reporting period. If this is the case, the share price is
qualified as a reliable indicator for a fair value valuation of
identical financial instruments.
Concerning
non-identical but comparable financial
instruments (such as
lettered unlisted shares of listed
investments), the closing price of the comparable financial
instrument is used as the basic input variable for fair value
measurement. A markdown is applied to this basic input
variable depending on the following:
•
Discount for lack of marketability (DLOM): 20%.
•
Discount for lack of control (DLOC): 20%.
The starting point here is a representative exit price between
market participants in the current market.
Discounted Cash Flow method (valuation of private equity
investments)
Under the DCF method, the current fair value is
determined by
calculating the net present value of the
future cash flows of the underlying business (enterprise
value). The cash flows and terminal value relate to the
underlying activities of the company being valued.
A fair value measurement
using
an IFRS Level 3 DCF
analysis is
prepared
under the condition that there is
uncertainty about cash flows
arising
from
working with
estimates rather
than known amounts. Cash flow
projections are based on reasonable and
supportable
assumptions representative of
management's best
estimates of
economic conditions over the remaining
lifetime
of
the asset and cash flow projections,
as well as
the
most
current and authorised
budgets
of (local)
management.
The
DCF analysis
discounts
the forecast cash flows;
terminal values
are discounted at the weighted average
cost rate. Where possible, Value8 uses external input
variables for the components determining the weighted
average cost rate (risk-free interest rate, industry equity-
to-debt ratio and cyclical sensitivity). The market risk
premium and enterprise risk premium are determined
using benchmark information, which is common
practice
in
the market in relation to
the specific
characteristics of
the
equity investment to be valued. More specifically,
for the
enterprise risk premium, elements such as customer
dependency, supplier dependency, management
dependency, spread of activities, entry barriers, track
record and flexibility are considered
.
The enterprise value derived from the DCF is adjusted for
the following elements to
arrive at the equity value (base
52 VALUE8 | FINANCIAL STATEMENTS 2024
valuation):
•
Net debt
adjustment (debt and excess cash).
•
Adjustment
for
other equity claims (preference shares,
option packages and
minority
third parties)
.
•
Adjustment creditor equivalents
(pension provisions,
claims, dividends payable)
.
•
VAT deferred tax
assets on account of offsetable losses
under the condition that post-tax cash flows based on
the nominal tax rate have been calculated in the DCF.
•
Adjustment
of
non-operating
assets
(associates
and
joint ventures)
.
Multiples (private equity investments)
The multiple valuation technique is appropriate in
exceptional cases for the primary valuation of a private
equity investment in the investment portfolio. The multiple
method is applied if there is a mature company with an
identifiable stream of recurring
revenue and relatively
stable cash flows, providing that
a representative peer
group
can be
assembled. Given the composition of the
private equity investment portfolio (large companies,
medium-sized companies and small SMEs), compiling a
representative
peer group
can be
complex. As such, the
multiple method is only used in exceptional cases for the
primary valuation. However, the multiple method is used
within Value8 as an additional check on the values
resulting from the DCF calculations
.
Depending on a company's stage of development, sector
and geographical location, Value8 uses an EBITDA/EBITA
multiplier or a revenue multiplier. In the multiple valuation
technique, Value8 considers the
following elements:
•
application
of an
appropriate
multiple, taking into
account the size, risk and growth prospects of the
underlying
equity investment to determine enterprise
value
•
adjustment net debt (debt and excess cash)
•
adjustment
of
other equity claims (preference
shares,
option packages and
minority
third parties)
•
adjustment creditor equivalents
(pension provisions
and claims)
•
adjustment
of
non-operating
assets
(associates
and
joint ventures)
•
Include adjustment for differences in tax payments in
the
multipliers
to be determined based on
pre-tax
ratios (Sales, EBITDA and EBIT)
Using an EBITDA multiple is most appropriate for
companies with mature recurring revenue and relatively
stable cash flows.
For
companies
with
mature
businesses
that
do not yet
generate stable,
consistent profits, a revenue multiple is an
appropriate
multiple to determine enterprise value.
The
turnover multiple method
assumes
that a normalised level
of profit can be generated based on the level of turnover.
This valuation technique
applies
to
companies
that are
running losses, where the assumption is that these losses
are temporary and that a
normalised level of
recurring
profit can be established. A valuation based on a turnover
multiple can be achieved by using adjusted historical
turnover figures combined with a forecast of turnover
based on which a sustainable profit margin can be realised.
The validity of multiples used by Value8 is increased by:
•
Objective
selection
of peers.
•
Consistently defining
multiples.
•
Adjusting multiples to
account
for differences in
tax
payments.
•
Using
the
appropriate
multiple
for
the specific market.
Value8 uses multiples derived from current market
multiples reflecting the fair value of comparable listed
companies or based on comparable current market
transactions.
Typically,
the fair value of Value8's
Dutch
private equity investments
are
based on
sector
multiples
published by Dutch M&A-platforms.
The fair value measurement takes into account the impact
of the liquidity of the
interest
held.
Net Assets (private equity investments)
The Net
Assets method
is used to
determine
fair value
only
in
exceptional cases.
Under the Net
Assets method,
the private equity investment is valued at the visible net
asset value of the investment, with the assets and liabilities
of the (private equity) investment valued at fair value. This
valuation technique is
suitable
for (private equity)
investments where the value depends mainly on the
underlying
assets
rather
than income.
In specific cases, Value8 also
uses
the
Net
Assets
Method
for
equity investments
that do not generate future cash
flows because the
underlying
operations have
ceased,
and
the company
only
needs to liquidate (wind up) the
remaining assets and liabilities.
53 VALUE8 | FINANCIAL STATEMENTS 2024
Comprehensive financial data
With respect to the non-listed investments,
Value8
emphasises that the valuation is,
in some cases,
based on
financial data and/or data derived from the regular
monthly reports by
these
companies. Some of the smaller
companies have no obligation to publish audited accounts
themselves. Although the DCF valuations rely on estimates
of future developments and cashflows,
the financial basis
(net cash/net debt) is based on current
–
and,
in those
cases,
unaudited
–
financial data.
Share in listed companies
In some cases, a discount is applied to the actual share
price in case there is no active market or with respect to
a
number
of
shares that are not traded on the stock market
and can not be converted in a short time frame.
If
applicable, the DLOM or DLOC of 20% discount is used.
Specific considerations
Indicative bids
Indicative bids are not used
separately but
as supporting
information based on another valuation method.
19.2.1.8
Trade receivables and accruals
Trade receivables and other receivables are
initially
recognised in
the financial statements at fair value and
subsequently at amortised cost, using the effective interest
method and net of the provision for bad debts. A provision
for bad debts is recognised when it is assumed that a
receivable or part of a receivable will
not be collected. The
amount of the provision is determined as the difference
between the carrying amount of the receivable and the
present value of estimated future cash flows. The
addition
to the provision is recognised in other
operating expenses
in the income statement.
19.2.1.9
Cash
Cash consists
of cash and bank balances and other demand
deposits. Bank overdrafts are included in current liabilities.
Cash and cash equivalents are valued at nominal value.
19.2.1.10
Equity Value8
Value8 ordinary shares
A
and B
are classified as
equity, as are
the 5% cumulative preference shares C.
The purchase price
of shares
buybacks
is deducted from other reserves until
these shares are cancelled or
reissued.
The dividend payable
to holders of shares is
recognised
as a liability
when
the
General
Meeting of Shareholders
approves
the dividend
proposal.
19.2.1.11
Provisions
Provisions are
determined
based on
estimates
of future
cash outflows from legally enforceable or constructive
obligations
because of
a past
event of
uncertain timing or
amount,
which are
related
to the business activities and
for which a reliable estimate can be made.
19.2.1.12
Other non-current liabilities
Other non-current liabilities are measured on
initial
recognition at fair value,
less any directly attributable
transaction costs. After initial recognition, the
effective
interest method measures these liabilities at amortised
cost.
19.2.1.13
Trade
and
other payables
Trade and other payables are initially recognised at fair
value and subsequently at amortised cost.
19.2.1.14
Employee
benefits
Value8
does not provide
an
old age pension,
a
pension
for
widows,
widowers,
orphans,
or
a
disability pension.
19.2.1.15
General statement of comprehensive income
Income and expenses are
recognised in the year to which
they relate.
19.2.1.16
Operating income
Operating
income consists mainly of fair value changes in
private equity investments
and listed investments and
realised transaction results on
these
investments.
Dividends
received
are recognised as a separate source of
income.
Finance income
and costs are allocated to the
period
to
which they relate.
Interest income is recognised on a time-
proportion basis
using
the effective interest method.
The dividend obligation arising from
the issue of 5%
cumulative preference shares C is recognised under
finance expenses.
19.2.1.17
Corporate
income
tax
Corporate
Income tax
comprises current and deferred
tax.
Corporate income tax
is recognised in the income
statement except to the extent that it relates to
items
recognised
directly in
the statement of comprehensive
income. In the
latter case,
the
related tax
is also
recognised
directly
in the
statement of comprehensive
income.
54 VALUE8 | FINANCIAL STATEMENTS 2024
Tax due and recoverable for the reporting period
consists of income tax on taxable profit, calculated using
the applicable tax rates. This
considers
exempt profit
components and non-deductible amounts, as well as
adjustments to tax for previous financial years.
Deferred
taxes are recognised for temporary differences between
the tax values of assets and liabilities and their carrying
amounts in the financial statements. If a deferral would
arise on initial recognition in the financial statements of an
asset
or liability arising from a transaction that affects
neither the commercial nor the taxable result, it is not
recognised.
Deferred taxes are calculated based on
enacted tax rates and laws enacted or substantially
enacted by the balance sheet date and are expected to
apply when the related deferred tax asset is
realised
or the
deferred tax liability is paid.
Deferred tax assets for
offsetable
losses are capitalised only to the extent that it is
probable that offsetting can take place against profits to be
realised in future years. Deferred tax assets and liabilities
with the same term and with the same tax entity are offset
on the balance sheet to the extent
that
a legal right to
offset exists.
19.2.1.18
Earnings per share
Earnings per share
attributable to ordinary shareholders
are
calculated by dividing net income by the weighted
average number of shares outstanding during the year. To
arrive at diluted earnings per share, the ordinary shares
that would
have
been outstanding if the financial
equity
instruments
–
convertible bonds or share options
–
had
been converted into ordinary shares are also included.
19.2.1.19
Cash flow statement
The cash flow statement is prepared using the indirect
method.
Tax receipts and payments are included in net
cash flow from operating activities, and dividends paid
under cash flow from financing activities.
55 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.2
Tangible fixed assets
This concerns the right of use of the property on Brediusweg 33
in Bussum.
The
rental agreement
can be
renewed for a period
of
five
years and runs until June 2026.
19.2.3
Property investments
This concerns land positions
in the municipality of Gooise Meren,
which was
acquired in 2019. Value8 has chosen to
value
the land
at acquisition cost based on the
Cost Model. In accordance with
IFRS, there is no depreciation on land.
There are no known
restrictions in the
Netherlands
Land Registry records
(Dutch:
Kadaster)
, nor are there any contractual obligations. Maintenance
of
€1
has been
carried out in
2024. The Fair Value is deemed to
correspond to the purchase price.
19.2.4
Private equity investments
Value8 finances companies in the investment portfolio with a
loan where appropriate. Value8 monitors the fair value of the
private equity investments based on
the total
asset value of
the underlying private equity investment.
Right of use
Brediusweg
Total 2024
Total 2023
Balance at 1 January 2024 (2023)
Acquisition value
590
590
590
Accumulated depreciation
-
278
-
278
-
156
Carrying amount 1 January 2024 (2023)
312
312
434
Changes
Investments
2
2
-
Divestments
-
-
-
Depreciation
- 128
- 128
- 122
Balance sheet as of 31 December 2024 (2023)
Acquisition value
592
592
590
Accumulated depreciation
- 406
- 406
- 278
Book value
186
186
312
56 VALUE8 | FINANCIAL STATEMENTS 2024
The
changes
in
private equity investments
are as follows:
31 December 2024
31 December 2023
Private equity investments
Equity
investment
Loans
granted
Total
IFRS
Level
Equity
investment
Loans
granted
Total
IFRS
Level
AmsterdamGold.com
-
-
-
3
5,757
*
-
303
5,454
3
Concordia Holding
6,520
-
6,520
3
5,520
-
5,520
3
Deal Value Group
4,273
-
4,273
3
4,150
-
4,150
3
BK Group International
1,895
-
1,895
3
1,895
689
2,584
3
Skysource Holding
1,000
-
1,000
3
2,011
151
2,162
3
AA Circular
1,800
-
1,800
3
1,630
-
1,630
3
Pavo Zorghuizen
305
695
1,000
3
-
800
800
3
Other private equity
investments
74
-
74
3
82
-
82
3
15,867
695
16,562
21,045
1,337
22,382
The
loans granted to
private equity investments
are valued at
amortised cost.
Given the specific characteristics of the loans,
this
corresponds to fair value.
*
The loan granted to Value8 by
AmsterdamGold.com
is
presented in current liabilities in the
31
December
2023
Statement of Financial Position
(Loans from related parties).
The
changes
in
private equity investments
are as follows:
Value8 owns a
25.4%
stake in Concordia Holding N.V.
As of 31 December
2024, this
investment is
valued at
€6,520
(31
December
2023:
€5,520).
In
2024,
a
revaluation
of
€1,000
was made
on this
investment
(2023:
€46)
.
Value8 holds non-voting
depositary receipts in Concordia
Holding. The liquidity of these depositary receipts is very
limited. In addition, Value8 has no controlling interest in
Concordia Holding,
and
with respect to the (financial)
disclosure of Concordia Holding,
Value8
depends on the
information provided by the management
of Concordia. Apart from the Concordia
annual accounts,
the disclosures are relatively limited.
The valuation of the
Concordia
investment,
like
other private equity interests,
is
based on a
DCF calculation (Level 3 valuation)
.
A
projection
has been made of the
31 December 2024 balance sheet
and income statement based on 2024 developments in the
industry Concordia is active in,
in combination with data
from prior years.
Concordia
will disclose its 2024 financial
statements
to its shareholders in
the
May 2025
AGM.
Private equity investments
Balance
1
January 2024
Investments
Divestment
Revaluation
/
Result
Balance
31
December
2024
AmsterdamGold.com
5,757
-
- 6,220
463
-
Concordia Holding
5,520
-
-
1,000
6,520
BK Group International
1,895
-
-
-
1,895
Deal
Value Group
4,150
123
-
-
4,273
Skysource Holding
2,011
-
-
- 1,011
1,000
AA Circular
1,630
-
-
170
1,800
Pavo Zorghuizen
-
-
-
305
305
Other private equity investments
82
-
-
- 8
74
21,045
123
- 6,220
919
15,867
57 VALUE8 | FINANCIAL STATEMENTS 2024
In 2023,
Value8 acquired
a
31% interest in Deal Value
Group. The
company's fair value
has been determined
based
on the price of
the most
recent transaction
in
March 2024, when a final agreement was reached.
The
changes
in
loans granted to
private equity investments are as follows:
Loans granted to
private equity
investments
Balance
1
January 2024
Investments
Repayment
Revaluation
/
amortisation
Interest
Balance
31
December
2024
BK Group International
689
-
- 702
-
13
-
Skysource Holding
151
-
- 156
-
5
-
Pavo Zorghuizen
800
-
- 90
- 45
30
695
1,640
-
- 948
- 45
48
695
The maximum credit risk consists of the carrying
amount of the loan balances recognised
as of
the
reporting date. For the majority of the loans granted
provided to, collateral was obtained in respect of
pledges on the assets of the companies to which
financing was granted.
Additional
information
loans granted to
private equity investments
31 December 2024
Maturity breakdown
Maximum 1
year
1
to 5 years
Longer than 5
years
Total
Amount
93
370
232
695
Currency
Euro
Euro
Euro
Euro
Interest varies between 0%
and
6%. In accordance with IFRS 9,
provisions are formed on loans granted based on the assessed
risk profile and collateral provided.
19.2.4.1
Assumptions used in determining
the
fair value of equity
interests
The valuations of the
private equity investments
are
mostly
based on a DCF calculation (Level 3 valuation). The
DCF
calculations
are based on a
general
Value8 DCF valuation
model. The assumptions used in the
Value8
DCF valuation
model are shown below.
The risk-free interest rate
of 3.0%
is based on an average
forward rate used by Dutch companies following an annual
survey by Fernandez and Acin (survey
April
2024: 2.9%)
.
Similarly,
a
3.0%
risk-free interest rate
was
applied
in
the
2023
and 2022
financial statements.
The market risk
premium
used
is
5.4%
and is also based on the annual
survey by Fernandez and Acin
(2024: 5.4%;
2023:
5.6%)
.
Firm-specific risk
(cost
of equity) was determined
by
analysing
weighted risk factors (between 0%
and 9.19%)
along with a 2%
illiquidity premium. Firm-specific risk
(alpha) was treated as a component of the 'unlevered' cost
of equity.
The unlevered cost of equity is
adjusted
using
capital ratios and the cost of debt (cost of equity levered).
The cost of debt capital after
tax
is
determined
based
on
the financing capacity of the respective
company
and on
observations
of comparable companies within the
investment portfolio. In addition, the tax deductibility of
interest expenses based on the nominal tax rate ('tax
shield') is
considered.
Regarding
capital ratios, for the
purpose of determining the discount rate, the average
capital ratio is determined on the basis of a weighted
average capital structure of comparable companies in a
selected industry (Damodaran database).
The WACC
derived
from
this
method is used
to calculate
the
company’s
fair value.
All DCF valuations distinguish
58 VALUE8 | FINANCIAL STATEMENTS 2024
between
a
forecast period
and a 'residual value'. The
residual value is calculated based on the 'perpetuity
approach'. The cash flow from the
last
forecast year is
treated with a 'terminal growth rate' of
2%. Enterprise
value is calculated by summing the present value of free
cash flows in the forecast period with the present value of
the residual
value.
Shareholder value is calculated by
reducing the enterprise value by net debt items, such as
granted
loans, provisions, deferred tax liabilities and
Value8 financings. This amount is then summed with the
value of non-operating assets and cash-like items, such as
excess cash.
Cash flow forecasts are based on reasonable and
substantiated assumptions made by local management. In
preparing the projections, numerical analyses of realised
margins and sales trends have been used. The projection
period of the DCF models is five years.
In the forecast years
2025
to 2029, turnover and margin developments
have
been estimated per relevant segment. The same applies to
operating cost developments in the projection period.
19.2.4.2
Concordia Holding N.V.
The fair value of
Concordia Holding
has been determined
using the general Value8 DCF valuation methodology. The
following determinants were used in the specific valuation
of
Concordia:
Debt/Equity ratio of
33.47%, company-
specific risk (alpha) of
5.55% and a cost of debt of
5.75%.
Based on the general Value8 DCF valuation methodology, a
WACC of 13.79% was used as a resultant in the valuation.
19.2.4.3
BK Group International
B.V.
Fair value measurement
as of
31 December
2024
The fair value of
BK Group International
has been
determined using the general Value8 DCF valuation
methodology. The following determinants were used in the
specific valuation of
BK Group International:
Debt/Equity
ratio of 27.0%, company-specific risk (alpha) of 6.0% and a
cost of debt of
5.75%. Based on the general Value8 DCF
valuation methodology, a WACC of 14.12% was used as a
resultant in the valuation.
19.2.4.4
AA Circular B.V.
Fair value measurement as of 31 December 2024
The fair value of AA Circular has been determined using the
general Value8 DCF valuation methodology. The following
determinants were used in the specific valuation of AA
Circular: debt/equity ratio of 49.4%, company-specific risk
(alpha) of 6.2%, and a cost of debt of
5.75%. Based on the
general Value8 DCF valuation methodology, a WACC of
14.13% was used as a resultant in the valuation.
19.2.4.5
Skysource Holding
Fair value measurement as of 31 December 2024
The fair value of
Skysource
has been determined using the
general Value8 DCF valuation methodology. The following
determinants were used in the specific valuation of
Skysource:
a debt/equity ratio of
42.8%, company-specific
risk (alpha) of 5.5% and a cost of debt of
5.75%.
Based on
the general Value8 DCF valuation methodology, a WACC of
13.55% was used as a resultant in the valuation
.
19.2.4.6
Pavo Zorghuizen B.V.
Fair value measurement as of 31 December 2024
The fair value of
Pavo Zorguizen
has been determined using
the general Value8 DCF valuation methodology. The following
determinants were used in the specific valuation of
Pavo
Zorghuizen:
debt/equity ratio of
240%, company-specific risk
(alpha) of
6.0%,
and a cost of debt of
5.75%. Based on the
general Value8 DCF valuation methodology, a WACC of
13.59% was used as a resultant in the valuation.
19.2.4.7
Other private equity investments
The Net Assets
Value
method
was used to value
the other
non-material private equity interests.
This
method
has
been used
for investments where no future cash flows can
be predicted or for investments that do not generate
future cash flows. Only the remaining assets and liabilities
need to be settled. Accordingly, the Net Assets
Value
method is a representative method for determining fair
value
in this specific situation
.
59 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.4.8
Sensitivity analysis
The DCF valuation models include
certain input variables
related
to
revenue growth and WACC. Sensitivities related
to
these
input variables
are shown below. If the models
had used a
one
percentage point lower/higher
sales
growth or a
one
percentage point higher/lower WACC,
assuming an unchanged cost structure and investment
level, the calculations would have led to the following
possible additional value
changes.
31-12-2024
Sensitivity
Sales growth
-1%
WACC +1%
Concordia Holding
-
1,462
- 1,875
Sales growth +1%
WACC -1%
Concordia Holding
1,205
2,229
31-12-2024
Sensitivity
Sales growth
-1%
WACC +1%
BK Group International
-
117
- 65
Sales growth +1%
WACC -1%
BK Group International
116
76
31-12-2023
Sensitivity
Sales growth
-1%
WACC +1%
BK Group International
-
258
- 124
Sales growth +1%
WACC -1%
BK Group International
258
144
31-12-2024
Sensitivity
Sales growth
-1%
WACC +1%
AA Circular
-
159
- 181
Sales growth +1%
WACC -1%
AA Circular
172
213
31-12-2023
Sensitivity
Sales growth
-1%
WACC +1%
AA Circular
-
141
- 203
Sales growth +1%
WACC -1%
AA Circular
141
238
31-12-2024
Sensitivity
Sales growth
-1%
WACC +1%
Skysource Holding
-
44
- 119
Sales growth +1%
WACC -1%
Skysource Holding
44
149
31-12-2023
Sensitivity
Sales growth
-1%
WACC +1%
Skysource Holding
-
62
- 244
Sales growth +1%
WACC -1%
Skysource Holding
62
291
31-12-2024
Sensitivity
Sales growth
-1%
WACC +1%
Pavo Zorghuizen
-
185
- 53
Sales growth +1%
WACC -1%
Pavo Zorghuizen
185
64
60 VALUE8 | FINANCIAL STATEMENTS 2024
Overview of private equity
investments
Private equity investment
City/country
Participation in %
31-12-2024
Participation in %
31-12-2023
AmsterdamGold.com B.V.
Amsterdam, the Netherlands
-
100%
Concordia Holding N.V.
Meppel, the Netherlands
25,6%
25,6%
Deal Value Group
B.V.
Amsterdam, the Netherlands
31%
31%
BK Group International B.V.
Amsterdam, the Netherlands
100%
100%
AA Circular B.V.
Rijsenhout, the Netherlands
65%
65%
Skysource Holding B.V.
Eindhoven, the Netherlands
100%
100%
Pavo
Zorghuizen B.V.
Other private equity investments:
Tienray, the Netherland
s
100%
100%
DS Petcare B.V.
Amsterdam, the Netherlands
100%
100%
Westerzaan Holding
B.V.
Amsterdam, the Netherlands
100%
100%
Portan N.V.
Amsterdam, the Netherlands
100%
100%
Kersten
Healthcare B.V.
Amsterdam, the Netherlands
85%
85%
The
statement,
in accordance with Article 2:379 of the Dutch Civil Code,
has been filed with the Chamber of Commerce.
19.2.5
Loans granted to
listed investments
Loans granted to listed
investments
31-12-2024
31-12-2023
Morefield Group N.V.
12,000
10,740
Almunda Professional
N.V.
1,295
-
Cumulex N.V.
919
587
14,214
11,327
The loans granted to listed investments are valued at amortised
cost. Given the specific characteristics of the loans, this
corresponds to fair value.
Additional
information
loans granted to listed investments 31
December 2024
Maturity
breakdown
Maximum
1 year
1
to
5 years
Longer
than 5
years
Total
Amount
-
8,796
5,418
14,214
Currency
Euro
Euro
Euro
Euro
Interest varies between 0%
and
6.
19.2.5.1
Morefield Group N.V.
The loans granted to Morefield mainly consist of the
2.5%
bullet loan of
€10,640 with a maturity of 6 years
relating to
the November
2022
transfer of Value8’s share in Kersten
Groep B.V. to Morefield.
The initial measurement at fair
value of the
non-recourse bullet loan
was
€7,932.
The 31
December
2024
fair value is
€8,796.
The bullet loan will be
redeemed in full in November 2028.
Included in the
receivable from Morefield Group N.V.
are the
granted
equity loans
with
indefinite maturity
and
interest
rates
of
partly
6% and partly
6-month Euribor + 3%. During
the
loan term, repayment of the outstanding balance by
Morefield is not mandatory. Morefield is required to pay the
interest annually in
arrears but
can unilaterally decide not to
pay the interest due and add it to the principal. Until the
principal and outstanding interest
are paid,
Morefield is not
entitled to pay dividends to its shareholders without Value8's
approval.
19.2.5.2
Almunda Professionals
N.V.
Value8 provided a current account credit funding facility to
Almunda Professionals. This facility is maximized to €5.000
with a minimum term of 48 months (April 2028). The agreed
interest rate is 7%. In 2024 Value8 provided €1,265 to
Almunda.
19.2.5.3 Cumulex N.V.
In the reporting period,
additional funding increased the loan by
€72.
61 VALUE8 | FINANCIAL STATEMENTS 2024
The statement of changes in
loans granted to
listed
investments
is as follows:
19.2.6
Loans
granted to
others
Additional information
on loans granted to others on
31 December 2024:
19.2.7
Options on
investments
in
the
investment portfolio
These concern
16 million warrants
for
Morefield Group
shares
(2x 8 million)
.
The valuation
as
of
31 December
2024
is
based on
the Black-Scholes option pricing model.
The
assumptions used in the Black-Scholes model
are
the
closing price of
Morefield Group
warrants
on
31 December
2024
and a risk-free rate of
2.61% (10-year
interest rates on
government bonds)
. An expected volatility of
13.6% has been
used,
partly determined on the basis of
the
recent
average
volatility of (small cap) exchange funds at Euronext
Amsterdam
.
19.2.8
Listed investments
Listed investments
31-12-2024
IFRS
Level
31-12-2023
IFRS
Level
Fixed
financial
assets
Morefield Group N.V.
*1*
22,485
1/3
18,338
1/3
Almunda Professionals
N.V.
*2*
11,896
1/3
12,898
1/3
MKB Nedsense N.V.
*3*
3,361
1/3
4,929
1/3
Hawick Data
N.V.
*4*
3,113
1
2,810
1
Cumulex N.V.
*5*
180
3
517
3
Current financial assets
Other listed
interests
*6*
34,336
1
32,202
1
Fixed assets
75,371
41,035
71,694
39,492
Current assets
34,336
32,202
75,371
71,694
Loans granted to listed
investments
Balance
1
January 2024
Investments
/ Divestment
Revaluation /
amortisation
Interest
Balance
31 December 2024
Morefield Group N.V.
10,740
157
-
1,103
12,000
Almunda Professionals N.V.
-
1,265
-
30
1,295
Cumulex N.V.
587
72
260
-
919
11,327
1,494
260
1,133
14,214
Balance
31 December
2023
Investments
/ Divestment
Revaluation /
amortisation
Interest
Balance
31 December 2024
Loans granted to
others
327
121
-
30
478
Maturity
breakdown
Maximum 1
year
1
to
5 years
Longer than
5 years
Total
Amount
16
52
410
478
Currency
Euro
Euro
Euro
Euro
62 VALUE8 | FINANCIAL STATEMENTS 2024
*1*
Listed B-shares of
Morefield Group
are
valued at the
share price
of
€0.52 per share
(level 1)
.
A 20% discount for
illiquidity is applied to the valuation of the
non-listed A-
shares (€0.42
per share
–
level 3)
.
By 31 December 2023,
B-
shares were valued at the share price of
€0,42. Non-listed A-
shares were valued at
€0.34
(20% discount)
.
*2*
The listed Almunda Professionals B-shares are valued at
The
share price
of
€1.16 (31-Dec-2023:
€1.32)
per share (level
1)
. The non-listed A-shares are valued at the share price with
a discount of
20% at
€0.93 (31-Dec-2023: discount 20%,
€1.06
–
level 3).
*3* Listed MKB Nedsense B-shares are valued at the share price
(level 1)
of
€0.068 (31-Dec-2023: €0.099)
. The unlisted A-shares
are valued at the stock price minus a discount of 20% at
€0.054
–
level 3
(31-Dec-2023:
20% discount
€0.079)
.
*4*
Hawick
Data:
Listed
B-shares
Hawick Data
are valued at
the share price of
€2.16
(31-Dec-2023: level 1 listed share
price of
€1.95).
*5*
For Cumulex, a discount was applied to the share price at
the end of
2024
(IFRS Level 3) due to the inactive market.
The
applied discount is
also
20%
(31-Dec-2023:
discount
20%)
.
*6*A
large part
of the assets are invested in other listed
securities. These are liquid to highly liquid. The size of this
securities portfolio
at the
share
price
on 31 December
2024
was
€34,161.
Renewi (€18,174
|
31-Dec-2023:
€13,991) and
Ctac (€11,918 |
31-Dec-2023:
€13,168) are the
largest listed
investments
in terms of value.
Regarding
one of the
other
investments
(TABS Holland)
,
similar to
2023,
a discount was
applied to the share price because of
the
limited number of
trades in this share
(Level
3)
.
If no discounts
had
been
applied
to
shares of listed
companies, the
equity of Value8 would be
€6.8
million higher
(31-Dec-2023:
€6.2
million higher)
.
The statement of changes in listed investments is as follows:
and divestments, the following non-cash transactions occurred in
2024:
•
Stock dividend income from Almunda Professionals for €843.
The
changes
in
listed
investments are as follows:
Sensitivity analysis discounted
shares (level 3)
Discount
- 5%
Discount
+ 5%
Morefield Group N.V.
1,306
-
1,306
Almunda Professionals N.V.
103
-
103
MKB Nedsense N.V.
173
-
173
Cumulex N.V.
11
-
11
Other listed investments
103
-
103
Balance
1
January 2024
Investments
Divestments
Revaluation /
transaction result
Level 3 to level 1
valuation result
Balance 31
December 2024
Morefield Group N.V.
18,338
-
-
4,147
-
22,485
Almunda Professionals N.V.
12,898
843
-
-
1,845
-
11,896
MKB Nedsense
N.V.
4,929
-
-
-
1,568
-
3,361
Hawick Data
N.V.
2,810
-
-
303
-
3,113
Cumulex N.V.
517
-
-
-
337
-
180
Other
listed
interests
&
securities
held
32,202
3,674
-
3,372
1,832
-
34,336
71,694
4,517
- 3,372
2,532
-
75,371
63 VALUE8 | FINANCIAL STATEMENTS 2024
31 December 2024
31 December 2023
Listed investments
Listed
investment
Loans
granted
Total
IFRS
Level
Listed
investment
Loans
granted
Total
IFRS
Level
Morefield Group N.V.
22,485
12,000
34,485
1/3
18,338
10,740
29,078
1/3
Almunda Professionals
N.V.
11,896
1,295
13,191
1/3
12,898
-
12,898
1/3
MKB Nedsense
N.V.
3,361
* - 2,333
1,028
3
4,929
* - 2,238
2,691
1/3
Hawick Data
N.V.
3,113
-
3,113
3
2,810
-
2,810
1
Cumulex N.V.
180
919
1,099
3
517
587
1,104
3
Other
listed
interests
&
securities
held
34,336
-
34,336
3
32,202
-
32,202
1
75,371
11,881
87,252
71,694
9,089
80,783
* The loan granted to Value8 by
MKB Nedsense N.V.
is
presented in current liabilities in the Statement of Financial
Position (Loans from related parties).
The loans granted to private equity investments are valued at
amortised cost. Given the specific characteristics of the loans,
this corresponds to fair value.
19.2.8.1
Listed
investments
Listed investments
City/country
Participation in %
31-12-2024
Participation in %
31-12-2023
Morefield Group N.V.
Willemstad, Curaçao
87%
87%
Almunda
Professionals N.V.
Amsterdam, the Netherlands
50%
50%
MKB Nedsense
N.V.
Amsterdam, the Netherlands
60%
60%
Hawick Data
N.V.
Amsterdam, the Netherlands
37%
37%
Cumulex N.V.
Diegem, Belgium
76%
76%
Ctac N.V.
‘s Hertogenbosch, the Netherlands
29%
29%
MKB Nedsense N.V. holds the following interests:
19.2.9
Receivables and accruals
All receivables and accruals have a maturity of less than one
year. The maximum credit risk consists of the carrying
amount of receivables and accruals recognised
as of
the
reporting date.
MKB Nedsense interests
City/country
Participation in %
31-12-2024
Participation in %
31-12-2023
Private equity investment
Axess Group B.V.
Amsterdam, the Netherlands
100%
100%
GNS Brinkman B.V.
Amsterdam, the Netherlands
100%
100%
Other interests
Almunda Professionals N.V.
Nieuwegein, the Netherlands
13%
13%
Value8 Tech Services B.V.
Amsterdam, the Netherlands
100%
100%
Value8 Tech Group N.V.
(excluding associates)
Amsterdam, the
Netherlands
100%
100%
64 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.10
Cash
Cash consists of the credit balances in bank accounts
and is
entirely available for use.
The maximum credit risk consists
of the
carrying amount
of cash and cash equivalents
recognised
as of
the reporting date.
19.2.11
Share
capital
Value8's authorised capital
as of
31 December
2024
amounts to
€7,280 and consists of
2,800,000 A shares
(nominal
€0.35), 14,000,000 B shares (nominal
€0.35) and
4,000,000 cumulative financing preference shares C
(nominal
€0.35).
A and B shares have the same rights, with B shares listed on
Euronext Amsterdam. The revaluation reserve is restricted
and not distributable.
The preference C shares have a base
value of
€6.25 and have a dividend percentage of 5%.
Value8 has committed not to redeem the preference shares
for at least five years
after the split date
(and therefore
not
to
redeem them
until 17 June 2025).
As of
31 December
2024:
•
10,685,792 B shares with a par value of
€0.35,
issued and fully paid up;
•
1,714,683
cumulative financing preference
shares C with a par value of
€0.35 issued and
paid up.
As of
31 December
2023:
•
10,685,792 B shares with a par value of
€0.35,
issued and fully paid up;
•
1,534,612
cumulative financing preference
shares C with a par value of
€0.35,
issued and
paid up.
As of
31 December
2024,
the company has
1,081,905
treasury B-shares in its
portfolio. This leaves 9,603,887 B-
shares outstanding with third parties.
From the issued
1,714,683
cumulative preference
C-
shares
per
31 December
2024,
Value8 has
425,225
treasury shares C in
the
portfolio. This leaves
1,289,458
cumulative preference C shares outstanding with third
parties.
19.2.12
Earnings
per share
The calculation of earnings per share for
2024
is based on
the result attributable to
B-shareholders of
€7,174
(2023:
€5,820) and the average number of outstanding
shares for
2024
is
9,603,887
(2023:
9,603,887). In
determining the result attributable to shareholder B, the 5%
cumulative preference dividend C-Shares payable has been
considered.
Earnings per share
2024
is
€0.71
(2023:
€0.57).
Diluted earnings per share equals earnings per share,
as
there are no exercisable rights to Value8’s
shares.
19.2.13
Non
-current liabilities
Non-current
liabilities
31-12-2024
31-12-2023
Lease obligation rental
Brediusweg
30
150
Total non-current liabilities
30
150
At year-end
2024,
long-term liabilities
represent
the
lease
obligation
for
the
office
building at 33 Brediusweg in
Bussum. The agreement
runs
until June 2026.
The part of
the lease obligation payable within one year
in
the
amount
of
€133
(2023:
€129)
is
presented
in current liabilities.
19.2.14
Amounts
owed
to
credit institutions
This
is
the debit balance
at the end of
2024
in Value8’s
investment account with
SwissQuote.
19.2.15
Loans
from
related parties
Loans from related parties
31-12-2024
31-12-2023
MKB Nedsense
N.V.
2,333
2,238
AmsterdamGold.com B.V.
-
303
2,333
2,541
During
2024,
Value8
repaid
€48
(2023:
€75)
in cash on the
MKB Nedsense
current account. The
€2,333
loan,
with
a
principal amount of
€2,300,
will be repaid within
ten
business days upon first request by MKB Nedsense, initially
no later than
30
December
2021. MKB Nedsense
approved
a
one-year
extension of the term at Value8's request
until
31 December 2025. The interest payable is 12
months
Euribor +
3%. Interest is due, in arrears, per annum on
31
December. As long as the interest is not due, it will not
bear interest itself.
65 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.16
Loans from Others
The 31 December
2023
Loan outstanding
of €2,610
relates
to
the
loan granted
in June
2023
with a principal amount of
€2,500
and
has been redeemed early January 2024.
19.2.17
Trade and
other
payables
Other liabilities
31-12-2024
31-12-2023
Creditors
274
213
Accrued liabilities
1,416
1,387
1,690
1,600
Other payables and accruals have a maturity of less than
one year.
19.2.18
Financial instruments measured
at fair value
In the specifications of the
private equity investments,
loans
granted to
listed investments and options included above
indicate
the manner in which the relevant interest has been
valued (IFRS Level 1, 2 or 3)
.
19.2.18.1 Private equity investments
The specifications of the
private equity investments,
loans
granted to
others, listed investments and options included
above show how the relevant interest has been
valued. In
the case of investments where no future
cash flows are
expected, other than settlement
of the company, the
equity value (Net Assets method) is considered
representative of fair value (Level 3 valuation).
As of
31
December
2024, the fair value measurements
were
predominantly valued on a DCF (Level 3) calculation basis.
For
investments in businesses without significant operations
or in the intended wind-down of operations, Net Asset
Value (Level 3) has been used
.
19.2.18.2 Loans granted to
others
Loans
granted to others
are
fixed
financial assets with fixed
or determinable market payments
that are
not valued in an
active market. After initial recognition at cost (fair value at
initial recognition), the loans valued at
amortised
cost less
any write-downs where there are doubts about the
collectability of the loan. Due to the fixed or determinable
market loan terms, the amortised cost of the loans is equal
to the fair value. For a further explanation of the fair value
of the loans, please refer to sections
19.2.4, 19.2.5
and
19.2.6. The
loans granted to
Morefield Group,
Hawick Data,
and
Cumulex
have fixed or determinable market loan
conditions. Accordingly, the amortised cost of the loans
equals
the fair value (see section
19.2.5)
.
19.2.18.3 Options
Options on shares in (listed) companies are valued based
on a Black-Scholes model using an
observable
input
variable (Level 2 valuation). Options on shares in private
equity companies are valued based on a Black-Scholes
model using an input variable based on a DCF calculation
(Level 3 valuation).
19.2.18.4 Listed investments
For
listed investments in an active market, the share price
on the balance sheet date is used for valuation (Level 1). In
the case of listed companies in an inactive market, if there
are frequent transactions during the year under review, in
principle,
the share price on the balance sheet date is used
for the initial valuation (Level 3 valuation). If there are no
frequent
transactions in an inactive market during the
financial
year,
a discount is applied to the share price on the
balance sheet date (Level
3
valuation). In the case of shares
held in a listed company that are not tradable on the stock
exchange (letter shares), a discount is applied to the share
price on the balance sheet date for illiquidity reasons (Level
3 valuation). Further disclosure regarding level 1 and level 3
valuation of listed investments is also provided in
paragraph
19.2.8
and paragraph
19.2.18.5 regarding level 3 private
equity investment and listed investments & securities.
Loans from others
31-12-2024
31-12-2023
Loans outstanding
-
2,610
Total loans from others
-
2,610
66 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.18.5 Disclosure
level 3 private equity
investments
& listed investments
Private equity investments
Level 3
31 December
2024
Total
Level 3
31 December
2023
Total
AmsterdamGold.com
B.V.
-
-
5,757
5,757
Concordia Holding N.V.
6,520
6,520
5,520
5,520
Deal Value Group B.V.
4,273
4,273
4,150
4,150
BK Group International
B.V.
1,895
1,895
1,895
1,895
Skysource Holding
B.V.
1,000
1,000
2,011
2,011
AA Circular B.V.
1,800
1,800
1,630
1,630
Pavo Zorghuizen B.V.
305
305
-
-
Other private equity investments
74
74
82
82
15,867
15,867
21,045
21,045
Listed investments & securities
Level 1
Level 3
31 December
2024
Total
Level 1
Level 3
31 December
2023
Total
Morefield Group N.V.
1,587
20,898
22,485
1,294
17,044
18,338
Almunda Professionals N.V.
10,254
1,642
11,896
11,123
1,775
12,898
MKB
Nedsense N.V.
585
2,776
3,361
859
4,070
4,929
Hawick Data
N.V.
3,113
-
3,113
2,810
-
2,810
Cumulex N.V.
-
180
180
-
517
517
Other
listed securities
32,683
1,653
34,336
30,704
1,498
32,202
48,222
27,149
75,371
46,790
24,904
71,694
Level 3 Private equity investments &
listed investments / securities
1 January 2024
Reclassifications
(to level 3)
Investments
Divestments
Revaluation
/ Result
31 December
2024
Total
Private equity investments
21,045
-
123
-
6,220
919
15,867
Listed investments & securities
24,904
-
-
-
2,245
27,149
45,949
-
123
-
6,220
3,164
43,016
19.2.19
Contingent
liabilities
Value8 provided a current account credit funding
facility
to
Almunda Professionals.
This facility
is maximized to
€5.000
with a minimum term of 48 months
(April 2028)
. The agreed
interest rate is 7%.
In 2024 Value8 provided €1,265 to
Almunda
(19.2.5.2)
.
19.2.20
Risks
Value8—like any company—is exposed to risks. The
increasing complexity of society and the investment
projects Value8 is involved in, as well as changing laws and
regulations,
require
Value8 to be significantly
risk-aware.
Risk management
is the process of identifying, evaluating,
controlling
and communicating risks from an integrated and
organisation-wide perspective. It is a continuous process,
if
only
because timeliness and
acting
in changing
circumstances demand
it.
This section
outlines
the
operational, financial, and investment
risks Value8 faces.
Value8 is
convinced
that
risk management
is a necessary
part of sound
governance
and the
development of
a
sustainable
business.
Through its
risk management
and an
appropriate
balance
between risks
and returns, Value8
aims to
maximise
business success and shareholder value.
Optimal
risk management
should also contribute to
achieving the strategic
objectives,
optimising
operational
67 VALUE8 | FINANCIAL STATEMENTS 2024
business processes in terms of effectiveness and efficiency,
increasing the
reliability
of financial
reporting
and
monitoring operations in accordance with laws,
regulations,
and the Code of Conduct. The following
are
the
key
risk
factors
affecting
Value8.
The order of the risks described
is
arbitrary.
19.2.20.1 Economic risk
The fluctuations in the economic cycle, just like
all other
risks to which Value8’s portfolio companies are subject,
have a potential impact on the results of the
private equity
investments
and the listed investments and,
therefore,
also
on the valuation of the
private equity investments
and the
listed investments on Value8’s balance sheet. Value8’s
diversified
portfolio, spanning
across
multiple
sectors,
experiences varying
impacts
from
economic
fluctuations.
19.2.20.2 Market risk
The value of the listed part of the portfolio depends directly
on the relevant stock market prices and their fluctuations.
In addition, the valuation of the unlisted private equity
valuations under IFRS may
rely
on
several
market-related
elements. However, the volatility of these market
developments does not
necessarily reflect
the performance
of the relevant investment. This means that the unrealised
revaluations in the unlisted Value8 portfolio, and
consequently Value8’s result, may also be determined to
a
significant extent by market developments.
19.2.20.3 Competitive risk
Value8 operates in a competitive market characterised by
both local and international private equity players and a
rapidly changing competitive landscape.
Its
success is largely
determined by its ability to hold its own in a highly
competitive and differentiating position.
19.2.20.4 Liquidity risk
Value8’s
portfolio
partly consists of
private equity
investments
that are unlisted
and,
as a result, less liquid.
The realisation of unrealised
revaluations
on private
investments is uncertain, can take
quite some time
and is
sometimes legally or contractually
restricted
during
certain
periods
(lock-up, standstill,
closed period). It also depends,
among
other things,
on the
development
of the results of
the investment in question, the business cycle in general,
the
availability
of buyers,
and
the
financing
and the
possibility of IPOs.
Accordingly, the illiquidity of its assets
entails a risk for Value8’s results and cash flow generation
.
The focus in
managing
liquidity risk is on the net financing
headroom, consisting of free available cash in relation to
financial liabilities.
Value8 has a number of funding sources at its disposal,
including dividend payments by companies from the
investment portfolio, repayment of debt by companies from
the investment portfolio to Value8, interest payments on
loans provided by Value8 to
private equity investments
and/or listed investments, full or partial sale of investments,
issuance of ordinary shares or preference shares, attracting
(re)financing by Value8 and/or (re)financing of companies in
the investment portfolio. As a result, the board considers
the liquidity risk to be limited.
19.2.20.5 Credit risk
Credit risk is the risk of financial loss to Value8 if a customer
or
counterparty to a financial instrument fails to meet its
contractual obligations. Value8’s exposure to
credit risk
is
mainly determined by the individual characteristics of
individual debtors
.
To determine whether a significant
increase in credit risk or an impairment has occurred,
Value8
takes into account various factors, including financial or
economic conditions of the debtor, adverse changes in its
business circumstances,
contract defaults,
covenant breaches,
waivers or amendments and past-due information.
With
respect to financial instruments measured at fair value,
credit risk is discounted in the fair value measurement.
Loans are
issued only after
an initial
creditworthiness
assessment. Write-offs
were made
on the
loans granted
in
the past. Adequate provisions are expected to be
recognised on the loans recognised
as of
the reporting date
.
Cash and cash equivalents have been placed with credit
institutions with a
minimum
credit rating of A. The other
asset items under loans and receivables have been
recognised at amortised cost,
which, given the short
maturity, is almost equal to the face value.
The
tables below
combine both loans granted to private equity investments
and listed investments and do not have a public credit
rating.
Value8 considers a loan at default if no
future
redemptions are expected. The increase in loans granted
relates to
loans
granted to Almunda Professional (19.2.5.2)
and
the
fair value of the
loan to Morefield resulting from
the transfer of Kersten Groep
in November 2022
(paragraph
19.2.5.1).
Loans
granted
Amortized
costs
Loss allowance
until 31
December 2022
Loss
allowance
2023
Carrying
amount 31
December
2023
Loans
17,170
3,787
89
13,294
68 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.20.6 Interest rate risk
The risk due to changing interest rates for Value8 is limited
as Value8 is only
to a small extent
financed by
debt. A 1%
decrease in interest rates would not result in a material
change in results or equity. The same applies to a 1%
increase in interest rates.
The interest rate risk for portfolio
companies is discounted in the WACC and,
as such,
is
included in the sensitivity analyses (paragraph
19.2.4.7)
.
19.2.20.7 Personnel risk
Value8 relies significantly on the
experience,
commitment,
reputation,
deal-making skills
and
network
of its
directors
and
senior staff to achieve its
objectives. Human capital is a very
important asset for the company. The
departure
of directors
and senior employees may,
therefore,
have
a negative impact
on Value8's operations and results.
19.2.20.8 Capital risk policy
At Value8, equity
qualifies
as capital.
The company
aims to
use
most of
the retained reserves for investments in the
context of organic growth and
acquisitions.
It is not subject to
external
requirements
regarding
the capital to be held.
19.2.21
Related parties
Value8's related parties
are
the companies that are part of
Value8's investment portfolio, the members of the
Supervisory Board and the members of the Executive Board.
3L Capital Holding
B.V. also qualifies
as a related party.
19.2.21.1 Related party transactions
As of
31 December
2024,
Value8 has granted loans of
€14,909
(2023:
€12,967) to investments that are part of
Value8's investment portfolio.
In principle,
a
market-based
interest rate is charged on the loans. See sections
19.2.5
and
19.2.15.
Mr Hettinga is a member of the Supervisory Boards
of MKB
Nedsense N.V.,
Portan N.V.,
and
Hawick Data
N.V. For the
remuneration of these supervisory directorships and board
positions, please refer to these
companies.
Mr De Vries is a member of the Supervisory Boards
of MKB
Nedsense N.V.,
Almunda
Professionals
N.V.,
and
Hawick Data
N.V. For the remuneration of these supervisory directorships and
board positions, please refer to these
companies.
19.2.21.2 Remuneration of Supervisory Board members
The remuneration of the
Supervisory Board members is
independent of the company's results. At the end of
2024, there
were
two
(2023:
2).
Supervisory Board:
•
Mr
R.A.E.
de Haze Winkelman:
2024
€25 (2023:
€25).
Appointed
as of
22 May 2019.
•
Mrs L. Vervuurt: 2024 €0 (2023: €0).
Appointed as of 19 December 2024.
The total remuneration of the Supervisory Board for the
reporting period
2024
amounts to
€45
(2023:
€45).
Mr J.P.C.
Kerstens, appointed as of 5 September 2019, ended his role
as
a
Supervisory Board member
on
19
December
2024.
The remuneration of the
Board of Directors is presented below.
Loans
granted
Amortized
costs
Loss allowance
until 31
December 2023
Loss
allowance
2024
Carrying
amount 31
December
2024
Loans
19,049
3,876
-
215
15,388
Loss allowance
2024
2023
Loss allowance 31 December 2023 (2022)
3,876
3,787
Changes 2024, stage 1
-
260
-
119
Changes 2024, stage 2
45
185
Changes 2024, stage 3
-
23
Financial assets purchased credit impaired
-
-
Loss allowance 31 December
2024 (2023)
3,661
3,876
Periodic
income 2024
One-off
reward
Profit sharing and
bonus scheme
2024
2023
Drs P.P.F. de Vries
250.12
-
40.00
290.12
278.21
Drs G.P. Hettinga
162.49
-
25.00
187.49
179.75
69 VALUE8 | FINANCIAL STATEMENTS 2024
Mr De Vries and Mr Hettinga were initially appointed as
directors on 24 September 2008 and renominated in periods
of four years each time, most recently on 4 June 2024
for
another period of four years. In accordance with the
remuneration policy approved by the General Meeting of
Shareholders on
30
June
2024, the fixed remuneration is
adjusted periodically
–
that is,
annually. In
2024, the fixed
remuneration increased by 5%. Mr De Vries holds 4,029,500
B shares
and 259,400
preference C
shares
on 31 December
2024
through 3L Capital Holding
(2023: 4,029,500).
Mr
Hettinga holds 16,200
B
shares
and
600 preference C shares,
and Mr De Haze Winkelman
has
20,000
B shares and 740
preference C shares.
Within Value8, 'key personnel' consists
of the members of the Executive Board and the Supervisory
Board.
Please refer to
Chapter
9 of the annual report
for the
2024
2023
2022
2021
2020
Board remuneration
477
458
439
418
402
Number of directors
2
2
2
2
2
Remuneration mr De Vries
290
278
267
254
244
Annual change
5%
5%
5%
4%
0%
Remuneration mr Hettinga
187
180
172
164
158
Annual change
5%
5%
5%
4%
0%
Staff payroll excluding Board
FTE
729
7,5
615
6,8
585
6,8
554
6,8
597
7,8
Average wage costs excluding Board
98
90
87
81
88
Pay ratio Board versus staff
2.4
2.5
2.5
2.6
2.3
Shareholders equity
103,005
97,222
91,896
96,095
78,386
Dividend per share
0.20
0.19
0.18
0.17
0.16
Other comments:
According to
the
AFM registers, the following disclosures of
an interest of more than 3%
in the company’s share
capital
were known as of the date
of the annual report:
3L Capital Holding B.V. (P.P.F. de Vries
)
35.10%
(notification
as of
15
September
2024)
J.P. Visser
25.61%
(notification
as of
19 March 2020)
Value8 NV
10.10%
(notification
as of
22
May
2019)
The actual percentages within the
legal disclosure
bandwidth may have changed
since the last disclosure to
the AFM register
regarding
substantial holdings and gross
short positions.
19.2.22
Events after the balance sheet date
In March 2025,
Value8 increased its stake in Ctac NV
by 10%,
at
€3.5 per share. Value8 currently has no ambition to acquire
a majority stake in Ctac. With regard to the consequences of
exceeding the 30% limit (Article 5:70 Wft) to currently
approximately 40%, Value8 expects to determine and
communicate its position by early April 2025 at the latest.
In March 2025 Value8 agreed with Hawick NV on a loan
arrangement with a principal amount of €5,000. Value8 will
pay 6% interest
in arrears, per annum on
28
December 2025,
at which date also the principal amount will be repaid to
Hawick NV.
remuneration policy.
The annual change in
remuneration over the
last
five years, the development
of performance,
and the average remuneration
are
presented in the table below.
70 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.23
Fair value changes private equity investments
Fair value changes private equity
investments
2024
2023
Concordia Holding N.V.
1,000
46
BK Group
International B.V.
-
199
Pavo Zorghuizen B.V.
305
-
ICE Groep B.V.
-
200
Skysource
Holding B.V.
-
1,011
-
151
AA Circular B.V.
170
130
Other private equity
investments
-
8
-
Total fair value changes private
equity investments
456
424
19.2.24
Fair value changes listed investments
As for other interests held,
Renewi (€4,311), Ctac
(€-
1,277) and
Lacroix
(€-
1,360)
most
significantly
changed
shareholder value.
19.2.25
Interest
loans granted to
private equity
investments
19.2.26
Interest
listed
investments
19.2.27
Realised
results
The realised results consist of transaction results from the
sale of shares from the private equity investment portfolio
(realised results
private equity investments)
and
realised
results from listed investments (realised results
listed
investments). The transaction results are calculated in
relation to the book value of the relevant investments at
the beginning of the financial year, possibly increased by
investments in the relevant financial year
.
19.2.28
Other income
2024
Other income consists
of non-recurring income from
legal proceedings and judicial decisions.
2023
Other income consists of proceedings regarding the
actual sale of property in Hungary in
2023
by IEX.
19.2.29
Dividends
Dividends
received during the financial year from both
private equity investments
and listed investments
include
dividend income from
BK Group International B.V. €1,798
(2023: €0),
Concordia Holding N.V.
€331
(2023:
€956)
,
Ctac
N.V.
€439 (2023:
€479)
,
Almunda Professionals N.V.
€604
(2023:
€538) and TABS
€128 (2023:
€128)
.
Fair value changes listed
investments
2024
2023
Morefield Group N.V.
4,830
3,274
Almunda Professionals
N.V.
- 1,845
1,367
MKB Nedsense
N.V.
- 1,568
- 920
Hawick Data
N.V.
303
533
Cumulex N.V.
- 337
- 233
Other interests held
1,879
406
Total fair value changes listed
investments
3,262
4,427
Interest loans granted to
private
equity investments
2024
2023
BK Group International
B.V.
13
24
Other private equity investments
35
227
Total
48
251
Interest listed investments
2024
2023
Morefield
Group N.V.
1,103
590
Almunda Professionals N.V.
29
-
1,132
590
Other income
2024
2023
Non recurring other income
250
136
250
136
Dividend income
2024
2023
Dividends
3,757
2,213
3,757
2,213
71 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.30
Wages
,
salaries
, and payroll taxes
In
2024, an
average of
8.5
full-time
employees were
employed within the company (2023:
7.8).
19.2.31
Other operating expenses
19.2.32
Financial
income and expenses
19.2.33
Corporate income taxes
Reported
corporate income
taxes as a percentage of
2024
results before tax
are
0%
(2023:
0%). The reconciliation
between corporate income tax as reported in the income
statement based on the effective tax rates and tax expense
based on the local domestic tax rate is as follows:
Corporate income tax
2024
2023
Corporation tax domestic rate
- 25,8%
- 25,8%
Effect of offsets within fiscal unity
-
-
Effect
non-taxable
results
25,8%
25,8%
0%
0%
As of 31 December
2024, the amount of carry
forward
losses is
€8,949
(31-Dec-2023:
€8,617). No deferred tax
asset has been recognised for the
carry-forward losses. If
Value8's income consists purely of exempted participation
results, a taxable profit is not foreseeable. No amounts
relating to taxes were recognised directly in equity in the
2024
financial year.
Wages, salaries,
and payroll taxes
2024
2023
Wages and
salaries
1,100
988
Payroll taxes
90
77
Other personnel costs
17
15
1,207
1,080
Other operating expenses
2024
2023
Housing
costs
25
31
Consultancy fees
369
309
General operating expenses
205
197
599
537
Financial income and expenses
2024
2023
Financial income
Miscellaneous financial income
-
-
Total financial income
-
-
Financial expenses
Bank charges and commission
-
94
-
62
Interest expense on short-term
financing
-
402
-
562
Total financial expenses
-
496
-
624
Total financial income and expenses
-
496
-
624
72 VALUE8 | FINANCIAL STATEMENTS 2024
19.2.34
Segmented information
Value8 invests in private companies (private equity
investments) and listed companies. The investments can
be in equity or loan form. This results in the following
segmentation:
Sectors
31 December 2024
31 December 2023
Equity
investment
Loans granted
to
Total
Equity
investment
Loans granted
to
Total
Private equity investments
15,867
695
16,562
21,045
1,640
22,685
Listed investments
76,567
14,214
90,781
72,207
11,327
83,534
92,434
14,909
107,343
93,252
12,967
106,219
Sectors
Financial year 2024
Financial year 2023
Fair value
changes
Realised
results
Total
Fair value
changes
Realised
results
Total
Private equity investments
411
2,943
3,354
216
1,155
1,371
Listed investments
3,522
2,410
5,932
4,546
2,124
6,670
Other income
-
280
280
-
142
142
3,933
5,633
9,566
4,762
3,421
8,183
19.2.35 External auditors' service fees
In 2024,
Value8 accounted for the following costs for the audit
services to GCP Auditors Ltd:
19.2.36
Proposed appropriation of profit
Based on
the
Financial statements
for
2024,
the Executive
Board and the Supervisory Board propose to distribute a
dividend of
€0.20
for the ordinary B shares.
The Boards
expect to propose an
optional dividend, whereby
shareholders can choose between a cash dividend and a
dividend paid in
preference
shares.
Furthermore,
the
dividend
(already
paid) for
2024
on the preference C shares
will be set at
€0.3125
per share.
Bussum,
30
April
2025
Executive Board
Mr.
Drs. P.P.F. de Vries
Mr.
Drs. G.P. Hettinga
Supervisory Board
Mr. R.A.E. de Haze Winkelman
Mrs.
L.
Vervuurt
2024
2023
Audit
of financial statements
115
100
Other
assurance services
-
-
Tax advisory
services
-
-
115
100
73 VALUE8 | FINANCIAL STATEMENTS 2024
19.3
Other data
19.3.1
Statutory provisions on profit appropriation
Article 23 of the articles of association reads as follows:
23.1
From the profit as shown in the adopted financial
statements, firstly, to the extent applicable:
a.
the reserves required by law
shall be
formed;
b.
losses from previous years
that have
not yet
been
covered
shall be
cleared;
and
c.
the reserves deemed necessary by the
Board
shall be
formed.
23.2
After
application
of the
provisions
of Article
23.1, a
dividend shall be paid, if
possible,
on each C share equal to a
percentage of
5%
calculated on the nominal amount,
increased by the amount of share premium
paid
with the
first
issued C share.
Such
distribution by the company is only
possible to the extent that its shareholders' equity exceeds the
amount of the paid-up and called-up part of the capital
plus
the reserves that must be maintained by law or by virtue of
the articles of association.
23.3
If and to the extent that the profit as shown in the
adopted
financial statements
is not sufficient to make the
distribution referred to in Article 23.2 in full, the deficit, after
application of Article 23.1,
shall
be
covered as follows:
a.
from
the profit of the next financial year(s), provided
the
profit is sufficient for such distribution;
and
b.
from
the company's reserves,
to the extent
permitted by law
.
In applying
this
provision, holders of C shares shall be
treated equally in proportion to the paid-up amount per C
share.
23.4
If C shares
are issued
during a financial year, the
dividend on
those
shares for that financial year
shall be
reduced pro rata
from
the first day of issue.
23.5
From the profit remaining after
applying
the previous
paragraphs, the holders of A shares and B shares,
respectively,
shall be paid such an amount per A share and B share as the
remaining
profit,
less the aforementioned distributions and
any
reserves
to be determined by the
general
meeting,
allows,
on
the understanding that
no
further dividend shall
be paid
on C shares.
23.6
Without prejudice to the provisions of Articles 9.3 and
23.3, only the holders of A and B shares are
entitled to
distributions made from reserves formed pursuant to the
provisions of Article 23.5.
23.7
Without prejudice to the provisions of Article 23.6 and
Article 24, the general meeting may only dispose of reserves of
the company on a proposal of the Management Board
approved by the Supervisory Board.
74 VALUE8 | FINANCIAL STATEMENTS 2024
75 VALUE8 | FINANCIAL STATEMENTS 2024