LOOKING BACK. moving FORWARD

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bridgepoint.eu

LOOKING BACK. moving FORWARD.

2010 Annual Review 1

Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Contents



Offices

Executive summary 2010 at a glance

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Bridgepoint at a glance

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Managing Partner’s statement

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Our investors

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Our team

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Portfolio



Portfolio business review

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Portfolio 2010 update

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Portfolio companies

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Our commitment



Responsible investing

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Frankfurt Neue Mainzer Straße 28 D-60311 Frankfurt/Main Tel: +49 (0) 69 21 08 770 Email: [email protected]

Madrid Calle de Rafael Calvo 39A-4° 28010 Madrid Tel: +34 91 702 2490 Email: [email protected]

Helsinki Bridgepoint Oy Eteläranta 2 00130 Helsinki +358 9 58 40 0044 Email: [email protected]

Milan Via F.IIi Gabba 1/a 20121 Milano Tel: +39 02 806 951 Email: [email protected]

Istanbul Vişnezade Mahallesi Suleyman Seba Caddesi BJK Plaza no:48 A blok 9.kat D:93-94 Akaretler/Istanbul Tel: +90 212 258 3437 Email: [email protected] London 30 Warwick Street London W1B 5AL Tel: +44 (0) 20 7432 3500 Email: [email protected] Luxembourg 2, avenue Charles de Gaulle L-1653 Luxembourg Tel: +352 26 47 56 Email: [email protected]

Paris 37–39 rue de la Bienfaisance 75008 Paris Tel: +33 (0) 1 44 29 21 00 Email: [email protected] Stockholm Mäster Samuelsgatan 1 111 44 Stockholm Tel: +46 8 545 168 20 Email: [email protected] Warsaw ul. Rondo ONZ 1 00-124 Warszawa Tel: +48 22 544 82 82 Email: [email protected]

Integrity

Teamwork

Judgement

Open Mindedness

Meritocracy

Not just what we believe but also how we act. The highest standards in both our professional and ethical conduct are fundamental.

Listen to the person next to you, respect their point of view and always put the interests of our investors and the Firm before those of the individual.

Pause, calculate and think. It’s all about intelligent decisions made without prejudice utilising the collective experience of the Firm.

A ready ear, and a knowledge that fresh and powerful ideas can find their origins in the most unexpected places.

A work ethic rooted in excellence where talent and ability are allowed to flourish and advancement is based on merit.

bridgepoint.eu

“Progress comes from the intelligent use of experience” Elbert Hubbard 1856-1915

Bridgepoint 2010 Annual Review

2010 at a glance

“A year of greater economic stability tempered by some challenging business conditions...”

“Value creation generated by underlying earnings growth and business repositioning...” “Build fundamentally strong businesses that hold the potential to deliver very attractive returns...”

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Bridgepoint 2010 Annual Review

Driving value through new investment… Seven new investments in 2010: Bridgepoint Buyout Fund LGC Care UK HobbyCraft Histoire D’Or/Marc Orian Bridgepoint Development Capital Solhaga Lumison BAS



Attractive businesses that offer strong prospects for growth



Sourced through strong relationships with corporate partners and sector insight; complex and lengthy acquisition processes mobilising the full range of our teams’ skills and expertise

…and portfolio action and intervention Portfolio companies took early and appropriate action in response to the global recession



Focus on controlling costs and strengthening their respective management teams, alongside continued investment in growth and innovation

Taking advantage of new market momentum… Market conditions showing some signs of improvement, though plans for 2010 were based on gradual recovery

Bridgepoint 2010 Annual Review



Financing environment for new investments significantly improved over the year



Better conditions for realisations: exit options evaluated by Bridgepoint funds for a number of portfolio companies

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Bridgepoint at a glance

Bridgepoint’s combination of financial strength, industrial and strategic skills makes it a private equity manager trusted by its investors and sought after by businesses seeking expertise to sustain growth and prosperity.

Bridgepoint is a major international private equity group focused on investing in leading middle market businesses headquartered across Europe. We are: • A key general partner for institutional investors around the world • A leader in financing businesses and growing them organically and by acquisition • A firm with the most evolved pan-European network focussed companies in the European middle market We have: • Over €12 billion of committed capital raised to date from a world class investor base • A portfolio of businesses with over 57,000 employees across Europe • Completed over 60 transactions in the last ten years valued at over €15 billion • Made over 150 add-on acquisitions for investments since 2000

Over 70 investment professionals led by 28 partners Over w12 billion of committed capital raised to date from a world class investor base A portfolio of businesses with over 57,000 employees across Europe

• Returned over €7 billion to our investors in the last ten years

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Managing Partner’s statement

Bridgepoint’s priority in 2010 has been to drive value creation from both our new investment activity and from our work with our portfolio companies. Achieving this was not without incident because despite markets being more stable, the pace of change affecting the economies and sectors in which we operate, and indeed in our own industry, was unabated. And although most major European economies regained momentum, many conflicting currents remained across Europe. So whilst 2010 was a year of greater economic stability, this was tempered by some challenging business conditions and a recovery that did not materialise uniformly across Europe. Paradoxically, for private equity, and Bridgepoint in particular, this has been both a source of concern and a cause for quiet optimism. The fact is that irregularity of economic performance in certain European countries or sectors can create compelling opportunities ripe for the application of private equity’s ‘can do’ disciplines. As we started 2011, the very real concerns of 2009 that Europe would have a hard landing had mostly given way to more favourable prospects for sustained recovery in the region. Equally encouragingly, Europe remains the home to a huge number of growth businesses (many of which are big exporters to the emerging markets) that hold out the prospect of generating excellent returns for investors. And importantly this opportunity exists within a framework of strong corporate governance and proven exit markets.

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Profitable investing and selling Bridgepoint’s rate of new investment increased significantly in 2010. Our most recent European buyout fund, Bridgepoint Europe IV, which invests in businesses mostly valued between €200m and €600 million, committed, €883 million to four new transactions with a combined enterprise value of €1.5 billion: in LGC, a provider of scientific testing and forensic services across Europe; HobbyCraft, the leading UK arts and crafts retailer; Care UK, an independent healthcare service company; and in the simultaneous acquisition and merger of Histoire d’Or and Marc Orian, two leading jewellery businesses in France. Additionally, €132 million was invested in support of 12 follow-on acquisitions for businesses already owned by Bridgepoint. Interestingly, in a market that has been characterised by occasionally unrealistic vendor pricing expectations and subject to criticism of its supposed over-reliance on secondary buyouts, I am pleased to note that of the seven transactions made by our current European buyout fund to date, five have been primary deals. BDC, Bridgepoint’s lower middle market business, which invests in businesses valued up to €150 million, had an active first full year of operations. It committed €63 million to three new investments with a total enterprise value of €162 million: Solhaga; a high acuity autism care business in Sweden; Lumison, an IT services provider; and BAS, a building energy management services provider. It is clear more than ever that there are attractive opportunities in the European lower middle market. BDC has a huge competitive advantage by drawing on the depth of the broader Bridgepoint infrastructure to source opportunities. It is also unusually well-resourced for a fund of its size, with a pan-European footprint capable of applying the capital, investment disciplines

Bridgepoint 2010 Annual Review

and operational improvement techniques not typically seen in this investment space. In contrast to the limited exit opportunities in 2009, 2010 was also a more fruitful year from investment realisations, with Bridgepoint generating some €450 million of exit proceeds for investors. Notable amongst this activity was our landmark €1.1 billion sale of Pets at Home at the beginning of the year. Exit planning for a number of assets also started in the latter half of the year with a number of formal sale processes now slated for 2011/12. Portfolio resilience Value creation in the size and type of businesses that Bridgepoint acquires is primarily generated by underlying earnings growth and business repositioning rather than the simple impact of leverage and recovering valuation multiples. In this context, and as economies continue to strengthen, most Bridgepointowned companies made good progress during 2010. In fact it is encouraging to report that there has been a marked step-up in trading and EBITDA performance across most of our investments. This is reflected in significant de-leverage and the prospect in some cases of a return of capital or the repayment of higher cost elements of debt structures. In addition, we have seen real value created from a proactive approach to how our investee companies purchase goods and services with many of our portfolio businesses benefitting from the Firm’s Affinity Purchasing Scheme and its proven skill in reducing basic generic purchasing costs on their behalf.

Bridgepoint 2010 Annual Review

Bridgepoint in the Community Our commitment to making a broader contribution to the community outside private equity is realised principally by the Bridgepoint Charitable Trust (‘BCT’) and its charitable giving programme. Under the auspices of BCT, in 2010 we were able to develop a leadership outreach programme to communities outside our European sphere of operations. Under a three year programme, we will sponsor over 100 ‘Bridgepoint Fellows’ in Brazil, China and India to enable grassroots leaders to deliver projects as diverse as sustainable farming and youth education in their local communities and at the same time improve their own leadership skills.

Value creation in the businesses that Bridgepoint acquires is primarily generated by underlying earnings growth and business repositioning rather than the simple impact of leverage and recovering valuation multiples

Everyone at Bridgepoint is proud that with this programme we are able to make a small but important contribution to the quality of life in poor and marginalised areas around the world. Closer to home, in 2010 BCT also supported two very worthwhile charities in the broad education sector – BeatBullying in the UK and Fryshuset in Sweden. BeatBullying is an antibullying charity which we supported by funding four new counsellors for a year to act as full time ‘cyber mentors’ via a re-launched website for young victims of bullying. Fryshuset received funding to develop support for some 14,000 young people in Stockholm, Gothenburg and Malmo around three inter-related platforms of education, social projects and leisure interests.

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Managing Partner’s statement continued

New perspectives In 2010 Bridgepoint added to its resource base and skill set through selective team appointments across Europe. Even in trying times, when our sector, like many others, has come under pressure, we have always recognised the benefits of combining the different perspectives offered by new talent with the shared experience of our outstanding, long-serving team. This point was underlined by the appointment in the year of Sir Stuart Rose, former chairman and CEO of Marks and Spencer plc, to our European Advisory Committee. He brings unparalleled experience in retail where Bridgepoint has already made substantial investments over the years. In the course of 2010 the Firm also built up its newly formed portfolio services business. We have recruited senior team members and have sought opportunities to offer its expertise in managing third party private equity assets for funds looking for a new or complementary manager in order to maximise value through operational improvement from underperforming companies in their portfolios. Outlook The momentum behind Bridgepoint’s rate of new investment in 2010 looks set to continue in 2011. Finding good new opportunities with market leadership and pricing power, at prices that can deliver our target returns, will of course remain challenging. The market continues to feature competitive sale processes with vendor pricing expectations that sometimes exceed Bridgepoint’s assessment of value and acceptable risk/reward. But market inefficiencies and imbalances within Europe continue to create a dynamic environment in which to unearth fundamentally strong businesses that hold the potential to deliver attractive returns

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Our investors

and where our pan-European footprint gives us a material competitive advantage against less well resourced, London-centric firms or fly in investors. Encouragingly, market conditions are also benefiting from a strengthening appetite for leverage from banks and a steady increase in credit is supporting a more favourable outlook in the markets we target.

With over y12 billion of committed funds to date, Bridgepoint’s investor base is well diversified by type, size and geography and includes some of the world’s leading investors in the Private Equity asset class.

Bridgepoint itself remains well funded and resourced to move quickly when these opportunities present themselves. For existing investments there is every prospect that the improvements we saw in trading and profitability in late 2010 will come through more strongly in 2011, preparing the way for new acquisition activity or realisation planning and execution. Of course none of this progress is possible without the hard work of the 57,000 people across Europe who work in Bridgepoint-owned companies and I thank them for their huge efforts over the last year on behalf of our own team and all of our investors across the world.

Investors by geography in Bridgepoint funds Asia Middle East North America Rest of Europe UK

Looking ahead, Bridgepoint remains as focused as ever on identifying outstanding new investments through continued rigorous due diligence and the application of deep institutional knowledge and operational experience across a range of sectors in Europe. I am confident that as the developing European recovery that we are now experiencing begins to take hold, there will be many opportunities ahead for our team across Europe to acquire and grow excellent businesses and for 2011 and beyond to participate in some attractive vintage investment years for our industry.

Investors by type in Bridgepoint funds Asset manager Bank Corporate pension funds Endowment foundations Fund of funds Insurance companies Public pension funds Sovereign entities

William Jackson Managing Partner Bridgepoint

Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Our team

Portfolio

Bridgepoint is led by 28 partners and an Operating Committee chaired by our Managing Partner. This group is responsible for ensuring that the shared values and objectives we have set ourselves are upheld and met.

In this way we work as one firm across borders with people who are proud to work there and where our investors and the companies we back can feel part of our business.

Our Partners

John Barber •

Vince Gwilliam

Charles Barter Benoît Bassi

Raoul Hughes



Michael Black

William Jackson •

Kevin Reynolds



Xavier Robert •

Håkan Johansson

Rod Selkirk •

Khai Tan

Vincent Briançon

Uwe Kolb

Valérie Texier

Chris Busby

Mikael Lövgren

Guy Weldon •

Michael Davy

José Maria Maldonado •

Martin Dunn •

Rob Moores

Patrick Fox

James Murray

Alastair Gibbons •

Graham Oldroyd

Stephen Green

Lucio Ranaudo

Bridgepoint European Advisory Committee

Sir James Crosby Dr Hubertus Erlen Franics Mer Alan Milburn Lord Patten Sir Stuart Rose • Member of Operating Committee

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Portfolio business review

Portfolio 2010 update

2010 new investments Bridgepoint evaluates many investment opportunities every year across a range of sectors. See below for a list of our current investments. We seek to invest in businesses that combine existing strengths (in terms of market share, diversification, brand strength, quality of products or services and first-rate management) with the capacity for further enhancement through expansion across borders, operational improvement, refocusing of strategies, and add-on acquisitions.

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We have completed over 60 transactions in the last ten years…

E15.7 billion

…with a combined total enterprise value of E15.7 billion…

57,000

...and our portfolio of businesses employs over 57,000 employees…

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Bridgepoint’s Buyout Fund provides private equity capital to established companies in six principal sectors where we have significant expertise in understanding, buying and supporting businesses. We fund buy-outs and buy-ins as well as helping companies de-list from their local stock exchange. Typically, we will make equity investments between €75 million and €400 million in companies capitalised between €200 million and €1 billion. Bridgepoint Development Capital, our lower-middle market business, specialises in businesses valued up to €150 million.

…across more than 40 countries.

Seven new investments completed in 2010…

LGC: Analytical testing services provider

HobbyCraft: Specialist arts, crafts and hobbies retailer

Care UK: Private healthcare services provider

Solhaga: Autism care company

Lumison: IT services provider

BAS: Building energy management services provider

Histoire d’Or/Marc Orian: Jewellery retail chain

Company

Sector

Enterprise value €

Location

LGC HobbyCraft

Business services

283m

UK

Consumer

N/D

UK

Care UK

Healthcare

480m

UK

Histoire d’Or/Marc Orian

Consumer

599m

France

Solhaga Lumison

Healthcare

N/D

Sweden

Media & technology

N/D

UK

BAS

Business services

N/D

UK

…of which five investments are primary deals.

Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Scientific testing & forensic services provider LGC

LGC is a leading provider of mission critical analytical scientific solutions to the public and private sectors. It has four core activities operating from 28 laboratories and centres across Europe as well as sites in India, China and the US: forensic science, such as DNA profiling and scene of crime investigatory work used by national police agencies; regulatory analysis such as BSE testing and food chain investigations; biotechnology; and the production of regulated reference materials for research and production laboratories used in accreditation compliance processes, especially the pharmaceutical sector.

LGC is strongly placed for further growth on the back of increasing regulation and the trend to outsourcing within both the public and private sectors. Bridgepoint is working with LGC, as the market leader with a strong service-based reputation, to support its consolidation of the market as it begins to make focussed acquisitions to build scale in the UK and internationally.

Acquired 2010 Sector Business services Location UK Enterprise Value €283 million Revenue €296 million Employees 1,314

The company is also the UK’s designated National Measurement Institute for chemical and biochemical analysis and is the host organisation for the UK’s Government Chemist function.

Directors Graham Love Simon Parsons David Richardson Lord Stevens Bridgepoint Representatives Chris Bell Chris Busby Alastair Gibbons lgc.co.uk

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Arts & crafts retailer HobbyCraft

HobbyCraft is the UK’s leading specialist arts, crafts and hobbies retailer servicing over 240 pursuits including needlecraft, knitting, modelling, art and paper craft. It has 51 large format out of town stores throughout the UK with a substantial product range that appeals to the expert and general hobbyist alike. A primary buyout of a familyowned business, the company operates in a robust and growing market estimated to be worth over £2 billion in annual sales.

There is significant scope to accelerate its store rollout programme in the UK, allowing it to secure market share gain from both smaller independents and specialists. HobbyCraft will also pursue additional growth from the development of a multi-channel online presence and by increasing penetration of its private label sales. An operational improvement programme has been instigated focusing on HobbyCraft’s store design, customer service and experience, supply chain infrastructure and sourcing.

Acquired 2010 Sector Consumer Location UK Enterprise Value Not disclosed Revenue €95 million Employees 1,773 Directors Claire Blunt Simon Burke Rob Farnworth Catriona Marshall Bridgepoint Representatives Jason McGibbon Guy Weldon hobbycraft.co.uk

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Health & social care services Care UK

Care UK was de-listed from the London Stock Exchange by Bridgepoint in May 2010. It is the leading provider of health and social care services working with local authorities and the UK’s National Health Service to provide a range of outsourced services including residential and home care, and primary and secondary healthcare. Care UK operates 60 nursing and residential homes for the elderly and provides c.120,000 hours per week of home care. In addition it provides independent supported living services for people with learning disabilities as well as services covering a range of mental health needs. In healthcare, the company provides a range of services to the UK’s NHS such as GP practices, walk-in centres and out-of-hours services, prison healthcare units and secondary care such as general and elective surgery.

With current funding pressures on national health systems, Care UK, with its high quality portfolio and service offering, is well placed to benefit from an increasing outsourcing trend aimed at delivering high quality healthcare in a cost effective manner. Having been constrained by financing conditions in the public markets as a quoted business, Care UK was able shortly after acquisition by Bridgepoint to complete a high yield bond refinancing. This will give it the resources to support the roll-out of new facilities and take advantage of a growing market demand driven by an ageing population as well as make selective acquisitions in health and social care.

Acquired 2010 Sector Healthcare Location UK Enterprise Value €480 million Revenue €532.5 million Employees 14,000 Directors John Allan Paul Humphreys Mark Hunt Mike Parish Bridgepoint Representatives Stephen Green Rob Moores Jamie Wyatt careuk.com

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Jewellery retailers Histoire d’Or/Marc Orian

Histoire d’Or and Marc Orian are the No 1 and 2 jewellery retail chains in France, acquired and subsequently merged by Bridgepoint in October 2010. Histoire d’Or is the category leader in its field with over 200 stores, largely in shopping centres, with a small but expanding network in Italy and Belgium. Marc Orian has over 300 stores in shopping centres and city centres. The merger will create the undisputed leader in the French market and a platform for organic or acquisition-led geographic expansion initially into Italy, Belgium, Portugal and Spain. It also represents an opportunity to create the first pan-European retail brand in this segment.

The combined group will have two complementary jewellery formats – a core general offering and a younger, more fashionable offer. Bridgepoint expects the merger to deliver significant synergies and operational benefits, notably from gross margin improvement (through supply chain optimisation, increased direct supply and better returns management) and by leveraging Histoire d’Or’s management know-how to optimise store cost structures and inventory management.

Acquired 2010 Sector Consumer Location France Enterprise Value €599 million Revenue €375 million Employees 2,700 Directors Loïc Armand Eric Belmonte Bruno Candelier Franck Hagège Jacques Pancrazi Georges Spitzer Maurice Tchenio Bridgepoint Representatives Benoît Bassi Frédéric Pescatori Lucio Ranaudo histoiredor.com

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Specialised healthcare services Solhaga

Solhaga is a leading private service provider in full responsibility high acuity autism, providing high quality, individually tailored care programmes to c. 350 service users through more than 50 facilities across Sweden. It offers a complete range of care services such as accommodation units for adults and children, schools, daily activities, diagnostics and leisure activities. The activities are funded by Swedish municipalities who are required under Swedish law to ensure proper care to individuals with the most challenging functional impairments.

Solhaga is a platform investment that will play a role in consolidating its market through targeted in-fill acquisitions. The highly fragmented Swedish market, with over 160 independent providers has a current and forecast shortfall in service provision in certain regions and it is forecast that municipalities will increase the use of private service provision to meet this shortfall. Demographics, better diagnosis and increased awareness of autism are expected to result in future underlying market growth of c.5% per annum with the target market for private providers expected to grow faster.

Acquired 2010 Sector Healthcare Location Sweden Enterprise Value Not disclosed Revenue €35 million Employees 500 Directors Saila Ström Bridgepoint Representatives Johan Dahlfors Mikael Lovgren solhagagruppen.se A Bridgepoint Development Capital investment

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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IT services provider Lumison

Lumison is a UK provider of connectivity, hosting and managed IT services to small to medium-sized businesses. Acting as the outsourced partner responsible for IT infrastructure and hosting critical IT hardware in secure physical facilities or data centres, Lumison ensures consistent IT environment with no downtime. It also provides ‘cloud’ based infrastructure services and offers network managed services which allow clients to connect to the internet and other locations.

Bridgepoint Development Capital acquired the company as a first step in building a larger IT services group focussed on serving the high growth SME market. The planned ‘buy and build’ programme for Lumison aims to create a fully integrated, high quality, medium-sized services provider that will provide the full range of IT and network services capable of offering clients one trusted partner to meet all of their IT and networking needs. The sub-segment of the IT services sector covering the SME market is valued at €11 billion and forecast to grow up to 10% per annum. It is part of the larger UK IT services sector, currently worth over €40 billion and growing at c.5% per annum.

Acquired 2010 Sector Media & technology Location UK Enterprise Value Not disclosed Revenue €8 million Employees 44 Directors Mark Howling Aydin Kurt-Elli Grahame MacKenzie Bridgepoint Representatives Alan Payne Kevin Reynolds lumison.net A Bridgepoint Development Capital investment

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Building energy management systems provider BAS

BAS is the largest independent player in the long term support and implementation of intelligent building energy management systems in the UK, specialising in supporting building owners to control, monitor and reduce energy usage via the efficient use of building energy management systems.

Acquired 2010

The company typically has long-term recurring contracts with clients to support an installed ‘BEMS’ (building energy management system), a computer-based control system that controls and monitors a buildings mechanical and electrical equipment to enable occupants to work in a comfortable environment whilst reducing energy usage and associated costs.

Revenue €29 million

The broad energy management sector benefits from a powerful combination of legislative drivers compelling businesses to reduce their energy usage and associated carbon footprint, rising energy prices and the increasing need to make more efficient use of scarce energy resources. Under Bridgepoint’s ownership, by leveraging BAS’s core support and project work and its proprietary software, BAS will develop its offering by providing companies with more comprehensive managed energy solutions and thereby become a broader player in the fast growing market for energy management.

Sector Business services Location UK Enterprise Value Not disclosed

Employees 218 Directors Steve Dalton Veronica Niven Bob Savage Brin Sheridan Bridgepoint Representatives Alan Payne Rod Selkirk bas.uk.com A Bridgepoint Development Capital investment

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Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Our current portfolio

A-Katsastus Group OY

Bridgepoint evaluates many investment opportunities every year across a range of sectors and throughout Europe. We seek to acquire companies with strong market positions and earnings growth potential where significant additional value can be created through expansion and operational improvement under our ownership.

Original deal size: Not disclosed Revenues: €172 million Number of employees: 2,009 Location: Finland www.a-katsastus.fi Directors: Ilkka Rantasalo, Juha Tukiainen, Terhi Vähähyyppä Bridgepoint representatives: Michael Davy, Mikael Lövgren

Headquartered in Helsinki, A-Katsastus is the leading vehicle inspection company in Northern Europe with operations in Belgium, Denmark, Estonia, Finland, Latvia, Poland, Sweden and Russia. Its main activity is the provision of compulsory vehicle inspections and certifications for all light and heavy motor vehicles over three years of age. It is also licensed to offer statutory drivers’ examinations and is the Finnish market leader in vehicle registrations as well as providing related services such as vehicle insurance.

Aenova Original deal size: Not disclosed Revenues: €228 million Number of employees: 1,458 Location: Germany www.aenova.de Directors: Heiko Bjarsch, Dr. Andreas Greither, Peter Greither, Heiner Hoppmann, Prof. Walter Schober (non executive board), Tom Wolfram (executive board)

Aenova was formed by the merger of two separate investments made by Bridgepoint: Swiss Caps, Europe’s No 2 contract soft capsule manufacturer of vitamins, minerals, supplements and pharma products, and Dragenopharm, a German contract manufacturer for the generic prescription drugs market.

Bridgepoint representatives: Michael Davy, Jason McGibbon

Alain Afflelou Original deal size: €500 million Revenues: €159 million Number of employees: 222 Location: France www.alainafflelou.com

Alain Afflelou is a leading franchisor of over 1000 optical retail stores in France, Spain, Belgium, Switzerland and Portugal operating under two brands – Alain Afflelou, its core offering, and Claro, its ‘all-inclusive’ concept.

Directors: Alain Afflelou, Patrick Beauvisage, Maurice Tchenio Bridgepoint representatives: Benoît Bassi, Vincent Briançon

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Bridgepoint 2010 Annual Review

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Our portfolio

CFP Flexible Packaging Original deal size: €120 million Revenues: €53 million Number of employees: 109 Location: Italy www.cfp-flex.it

Diaverum Original deal size: Not disclosed Revenues: €365 million Number of employees: 4,950 Location: Sweden www.diaverum.com

CFP Flexible Packaging is a leading European producer of specialty films for the flexible packaging industry. It produces bi-axis oriented polyamide (BOPA) film, utilised for wrapping in the food and healthcare industries.

Directors: Angelo Bonissoni, Maurizio De Costanzo

Directors: Anders Althin, Dag Andersson, Annette Kumlien, Alan Milburn

Bridgepoint representative: Cesare Zetti

Bridgepoint representatives: Håkan Johansson, Rob Moores

Clinical Solutions Original deal size: €79 million Revenues: €29 million Number of employees: 167 Location: UK www.csdss.com

Dorna

Clinical Solutions is the European market leader in the provision of clinical decision support software typically used by health authorities to operate telephone-based advice and health information systems.

Original deal size: Not disclosed Revenues: €180 million Number of employees: 184 Location: Spain www.dorna.com

Directors: Tom Dunn, Xavier Flinois, Iain Jamieson, Bernard Liautaud, David Thorpe

Bridgepoint representatives: William Jackson, José Maria Maldonado, William Paul

ERM

CTL Logistics

Directors: Cezary Nowakowski, Jarosław Pawluk

Original deal size: €446 million Revenues: €380 million Number of employees: 3,300 Location: UK www.erm.com

CTL Logistics is Poland’s leading private rail logistics company and one of the largest private rail operators in Europe. It provides tailor-made logistics solutions focusing on rail transportation, freight forwarding, siding management and waste disposal for the coal & coke, fuels & oil, chemicals, construction material and steel industries.

Directors: John Alexander, Robin Bidwell, Mike Hauck, James Kelly, David McArthur, Philip Gore-Randall, Andrew Silverbeck, John Simonson

Bridgepoint representatives: Paweł Ryszkiewicz, Khai Tan, Maciej Zuzalek

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Dorna is an international sports management business and holds exclusive global rights to organise the MotoGP Motorcycle World Championship, the motorcycling racing series, until 2031.

Directors: Enrique Aldama, Carmelo Ezpeleta

Bridgepoint representatives: Partick Fox, Ed Woods

Original deal size: Not disclosed Revenues: €173 million Number of employees: 2,200 Location: Poland www.ctl.pl

Diaverum is the second largest corporate dialysis clinic operator in Europe with ancillary businesses in South America and Australia. Headquartered in Sweden, it has near 220 clinics in 15 countries serving over 17,250 patients.

Bridgepoint representatives: Chris Busby, Kevin Reynolds

Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

ERM is the market-leading specialist environmental consultancy managing environmental strategy and risk for corporates across the globe. It provides advice across a range of health & safety, risk management and social issues related to environmental concerns. 3,300 professionals serve a multinational client base in over 40 countries. The company has five business streams: Contaminated site management; Performance, assurance & risk management; Impact assessment and planning; Transaction services and; Sustainability & climate change.

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Our portfolio

Fat Face Original deal size: €540 million Revenues: €170 million Number of employees: 2,280 Location: UK www.fatface.com Directors: Alan Giles, Anthony Thompson

Infinitas Learning Original deal size: €774 million Revenues: €291 million Number of employees: 1,280 Location: The Netherlands www.infinitaslearning.com

Fat Face is the UK’s leading ‘active lifestyle’ clothing brand, operating a multi-channel model which includes over 150 owned retail stores, mail order catalogues, an internet store, a concession format via the John Lewis Partnership in the UK and 10 overseas stores.

Directors: Bernard Al, Clive Hay-Smith, Jos Huijbregts, Martyn Leese

Bridgepoint representatives: Patrick Fox, Guy Weldon

Bridgepoint representatives: Michael Black, Michael Davy, Daniel Wagener

1st Credit Original deal size: €104 million Revenues: €61 million Number of employees: 178 Location: UK www.1stcreditltd.com

Infinitas Learning is a major European educational publisher focused on curriculum based education and learning solutions in the primary, secondary and vocational education markets in seven countries.

Joa Groupe

1st Credit is a leading UK debt purchase and collection business that focuses on the acquisition and collection of distressed debt portfolios from credit providers such as banks, credit card companies and utilities.

Original deal size: €449 million €110 million Revenues: Number of employees: 1,386 Location: France www.joa-casino.com

Directors: Ken Culley, Simon Dighton, Charles Holland, Simon Young

Directors: Raymond-Max Aubert, Patrick Beauvisage, Alain Cousineau, Claude Poisson, Alain de Pouzilhac

Bridgepoint representatives: Patrick Fox, Kevin Reynolds

JOA Groupe is the third largest casino operator in France with 20 casinos in a sector that generates over €2.3 billion of gross gaming revenues. Shortly after it acquired the business, Bridgepoint introduced one of the world’s leading operators, Loto Quebec, to co-invest with Bridgepoint and work alongside JOA as a corporate partner.

Bridgepoint representatives: Benoît Bassi, Vincent Briançon

Groupe Moniteur Original deal size: Not disclosed Revenues: €172 million Number of employees: 1,025 Location: France www.groupemoniteur.com Directors: Patrick Beauvisage, Fabrice Fries, Eric Giuily, Patrick Molis,

Groupe Moniteur is the number one services and information provider for the construction and local authority sectors in France, providing quality and value added content (via 25 publications), classified and display advertising, online services (via 20 websites), databases, exhibitions and training courses.

John Brown Media Group Original deal size: €52 million Revenues: €53 million Number of employees: 221 Location: UK www.jbcp.co.uk Directors: Dean Fitzpatrick, Andrew Hirsch, Libby Kay, Alex Silcox, Geoff Stevens

Bridgepoint representatives: Frédéric Pescatori, Xavier Robert

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Bridgepoint representative: Ben Freeman

Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

John Brown Media Group is a leading international contract publisher producing high quality marketing materials including magazines and catalogues for a range of corporate clients. It is noted for its creativity and editorial content and ability to generate incremental revenue for its clients from the publications it produces. Founded in 1987 as a division of a larger publishing interest, it rapidly established itself as a market leading operator in its field.

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Our portfolio

Leeds Bradford International Airport Original deal size: €214 million Revenues: €25 million Number of employees: 166 Location: UK www.lbia.co.uk Directors: Tony Hallwood, Carl Lapworth, Alan Lewis, Robert Memmott, John Parkin, Bridgepoint representative: Adrian Williams

Pret A Manger Original deal size: €500 million Revenues: €388 million Number of employees: 5,700 Location: UK www.pret.com

Leeds Bradford International Airport is a UK regional airport serving the Yorkshire and Humberside region, the No 3 business centre in the UK yet one that remains an under-exploited location for air traffic volumes. Bridgepoint acquired the airport following a decision by five West Yorkshire councils to privatise the airport to ensure its continued expansion and improved service to its users.

Directors: Sinclair Beecham, Laurence Billett, Nick Candler, Clive Schlee Bridgepoint representatives: Vince Gwilliam, William Jackson

Limoni Original deal size: Not disclosed €357 million Revenues: Number of employees: 2,437 Italy Location: www.limoni.com

Pret A Manger is the UK’s leading retailer of high quality, natural, ready-to-eat sandwiches, salads and drinks. Founded in 1986, it has over 260 shops in the UK, US and Hong Kong and employs more than 5,700 people.

Rodenstock

Limoni is the market leader in the Italian perfumery retail sector with a network of circa 520 stores and a presence in Croatia, Slovenia and Serbia. It also provides a wholesaling service to smaller independent Italian perfumeries

Original deal size: Not disclosed €360 million Revenues: Number of employees: 4,020 Germany Location: www.rodenstock.com

Directors: Massimiliano Dri, Carlo Gianuzzi

Directors: Johannes Burtscher, Oliver Kastalio, Michael Kleer, Peter Köerfer-Schuen

Bridgepoint representatives: Galeazzo Pecori Giraldi, Lucio Ranaudo, Valérie Texier, Cesare Zetti

Rodenstock is Germany’s leading manufacturer of optical lenses and the No 3 and No 4 in Europe and the world, respectively. It also designs frames. The company enjoys strong brand recognition and a high reputation for technology leadership in its field amongst opticians.

Bridgepoint representatives: Graham Oldroyd, represented by Christoph Braks, Valérie Texier

Permaswage (formerly Global Design Technologies) Original deal size: €254 million €69 million Revenues: Number of employees: 508 France Location: www.permaswage.com Directors: Laurent Chassepot, Olivier Robert, Andrew Roberts

SEA

Permaswage is a market-leading aerospace component supplier manufacturing permanent couplings or high tensile metal devices used to connect hydraulic, air, fuel or other tubing in all types of civil and military aircraft. Permaswage also has a fast growing business supplying components for electricity sub-stations.

Original deal size: Not disclosed Revenues: €140 million Number of employees: 480 Location: Italy www.sea-camper.com Directors: Loriano Corsi, Maurizio de Costanzo

Bridgepoint representatives: Chris Bell, Michael Davy, Vincent Gaël Baudet

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SEA is a European manufacturer of caravans under the brand names of Mobilvetta, Elnagh and McLouis. SEA has market leading positions in Italy, and has significant presence in France and Germany.

Bridgepoint representative: Matteo Perale, Frédéric Pescatori, Cesare Zetti

Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Our portfolio

Terveystalo Enterprise value: €308 million Revenue: €300 million Number of employees: 2,300 Location: Finland www.terveystalo.com Directors: Heli Isakka, Yrjö Närhinen Bridgepoint representatives: Mika Herold, Håkan Johansson, Mikael Lövgren

Terveystalo is Finland’s leading healthcare service provider, offering a unique care package of healthcare and hospital services through more than 125 centres in a nationwide network. This includes occupational health, primary healthcare (such as GP practices), diagnostics and surgical treatment. Terveystalo is Finland’s leading healthcare service provider, offering a unique care package of healthcare and hospital services through more than 125 centres in a nationwide network. This includes occupational health, primary healthcare (such as GP practices), diagnostics and surgical treatment. The company, founded in 2001 and listed on the Helsinki stock exchange, was acquired in February 2009 when Bridgepoint launched a recommended cash tender offer.

TüvTurk Enterprise value: €356 million Revenue: €33 million Number of employees: 729 Location: Turkey www.tuvturk.com.tr Directors: Husnu Akhan, Peter Klein, Horst Schneider, Erman Yerdelen Bridgepoint representatives: Martin Dunn, Jason McGibbon, Tolga Sengel

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TüvTurk is the monopoly provider of statutory vehicle inspections operating 193 stations across Turkey. Bridgepoint acquired a joint controlling stake in the company in October 2009 in a transaction that valued the entire business at €356 million. The opportunity arose following a decision by one of its three institutional shareholders, Akfen Holding A.ş, to realise its investment. Established in 2005, TüvTurk has a 20 year monopoly concession until 2027 and has franchised its operations in 81 regions to 48 franchisees although TüvTurk shareholders retain ownership and operation of the largest region, Istanbul. The acquisition also gives Bridgepoint 100% ownership of TüvMersin, the largest franchise.

Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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03 Our commitment

We have a well defined set of Values to guide our teams, setting out the expectations of the Firm in the way that we conduct ourselves and represent Bridgepoint. 38

Bridgepoint 2010 Annual Review

Bridgepoint 2010 Annual Review

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Responsible investing

Strength of Purpose Bridgepoint believes that having strong environmental, social and corporate governance principles (ESG) is good business practice. We believe that we have a duty in the long term interest of our investors, our employees, the companies in which we invest and their stakeholders to ensure that we build ESG principles into all of our work and business practices.

Commitment to environmental issues Bridgepoint recognises and is conscious of the impact it has on the environment in the countries in which it operates through the goods and services it purchases, the products it consumes, the investee companies it acquires and the investment processes it undertakes.

that ought to be brought to the attention of the Investment Committee. Where a company is only in partial compliance with statutory or regulatory requirements, Bridgepoint must be satisfied that management has realistic plans for remedying this within an appropriate time period.

Our environmental policy focuses on three areas:

We have a well defined set of Values to guide our teams, setting out the expectations of the Firm in the way that we conduct ourselves and represent Bridgepoint. It is our intention that these Values, where relevant, are reflected in our approach to matters of ESG.

1. Minimising the impact on the environment of our own operations

There is an ongoing obligation, postinvestment, on the executive management team to ensure that the company complies with environmental legislation and, should a breach occur, that it is reported immediately and transparently to the Bridgepoint representative on the board of that company.

In addition to complying with regulatory requirements in this area, Bridgepoint, with the full endorsement of its Partners, works to educate team members and the companies we back to take into account and manage ESG considerations in the normal course of business. We fully understand that the decisions that we take can have an impact upon all the business communities with which we interact. We therefore aim to ensure that our business conducts itself in an appropriate manner in all of its activities in the interests of its employees, investors, portfolio companies and trading partners.

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In terms of the impact from its own direct operations, Bridgepoint aims to reduce its carbon footprint by identifying more efficient use of resources, recycling opportunities and, where necessary, by purchasing carbon offset products to neutralise the impact of its operations. In order to ensure compliance with this aim, the Firm conducts an annual survey to measure its efforts, the results of which are presented annually to Bridgepoint’s Operating Committee for review and action. 2. Assessing environmental impact prior to making a new investment For proposed new investments, Bridgepoint seeks to be a responsible investor by identifying ESG risks prior to investment. We do so by requiring that pre-investment proposals include an analysis of a business’s impact on such issues as water use, waste management, energy and sourcing or a confirmation that there are none

Bridgepoint 2010 Annual Review

3. Encouraging existing investee companies to adopt appropriate policies For existing portfolio companies, Bridgepoint, through its board representatives, commits to encourage management teams to implement the appropriate environmental policies in their operations and procedures, as is relevant to their sector. Typically these will focus on energy use, waste and recycling, water use and conservation, and supply chain environmental management. It will also include implementation and subsequent monitoring of environmental policies and the inclusion of environmental considerations in any due diligence undertaken during any acquisitions made by the investee company.

Bridgepoint 2010 Annual Review

Commitment to social issues Bridgepoint’s commitment to social issues is made through its investee companies and the Bridgepoint Charitable Trust. The Firm requires all investee companies to comply with relevant employment law, particularly as it relates to employees’ rights and welfare. It also encourages investee companies to work with likeminded trading partners who source products responsibly from eco-friendly suppliers.

We strive to ensure that our business conducts itself in an appropriate manner in all of its activities in the interests of its employees, investors, portfolio companies and trading partners alike.

The Firm seeks to contribute to the communities in which it operates. It does so through a charitable giving programme administered through the Bridgepoint Charitable Trust. The Trust focuses in particular on two areas – education and environment – and seeks to identify and support smaller charities where Bridgepoint’s involvement can be more meaningful. In addition to financial donations, Bridgepoint also seeks to provide technical and management support through local team contribution and engagement, recognising individual team member effort through a matched giving policy and Give As You Earn Scheme. Similarly, many of our investee companies also have charitable giving programmes. Bridgepoint has also developed a leadership outreach programme to communities outside its European sphere of operations. Under a three year programme, it has sponsored 111 ‘Bridgepoint Fellows’ in Brazil, China and India to enable grassroots leaders to deliver projects in their local communities and at the same time improve their leadership skills.

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Responsible investing continued

Commitment to governance issues In addition to compliance with the relevant legal requirements of the jurisdictions in which it and its investee companies operate, Bridgepoint has in place a number of governance structures designed to ensure that the Firm remains not only accountable and transparent, but also that there is complete alignment of interest between the Firm and its investors. Bridgepoint is managed by an Operating Committee which is charged by the Firm’s Partners to provide leadership and strategic direction. An Investment Committee, whose members are drawn from the most experienced partners, takes investment decisions for the Firm, and Remuneration, Audit and Adjudication Committees ensure the proper and fair application of the laws and regulatory practices of each of the countries where it operates. A partner-level General Counsel is also responsible for ensuring that the Firm respects and adheres to internal policies and operating procedures.

Internal guidelines are also in place to eliminate conflicts of interest, taking into account the Firm’s obligations under its fund management agreements and fiduciary duties. In addressing conflicts, it seeks to do so with integrity, professionalism and in the best interest of its investors. Each Bridgepoint fund also has an Investors’ Committee drawn from representatives of investors in that fund to provide a forum for discussion of the fund’s investment strategy or performance and any potential or actual conflicts of interest. Bridgepoint also benefits from a long-standing European Advisory Committee whose membership is drawn from distinguished individuals in the fields of government, industry and academia to provide additional external perspectives on strategic, political, social and related matters.

Companies in which Bridgepoint invests in turn have similar governance structures in place to ensure compliance with the law and effective monitoring of performance. Investments are also structured so that major decisions by a portfolio company can only be reached with the agreement of Bridgepoint.

Bridgepoint Advisers Limited is authorised and regulated by the Financial Services Authority 42

Bridgepoint 2010 Annual Review