20 2 3
2008
2009
0,41
20 21
20 20
20 22
2014
201 5
9,37
Annual report 2023
Value8 NV
4
6
7
8
13
14
1 5
15
16
16
1. Value8 invests in growing SMEs
2. Higher interest rates to fight inflation
3. Value8 takes 31% stake in SME platform
4. Investment portfolio grows to €109 million
5. The big 4, next 4 and smaller investments
6. Modest increase of net asset value to €9.37
7. Share capital and dividend
8. Twelve consecutive years of dividend
9. Staff and organisation
10. Investment and financing
11. Outlook for 2024
12. Report of the Supervisory Board 17
13. Risk factors 20
14. Share capital and legal structure 24
15. Corporate Governance 27
16. Personalia 30
17. Board of Directors’ statement 31
Table of content s
Peter Paul de Vries Robert de Haze Winkelman
Gerben Hettinga
Remko Herschel Value8 N.V.
Jan Peter Kerstens
Board of Directors
CEO
since September 2008.
Investor
business economist
Supervisory Board
Chairman
since May 2019.
Investor
former member of
Dutch senate
Board of Directors
Member
since September 2008.
Economist
governance expert
Investment Director
since December 2016.
Chartered accountant,
financial expert
PO Box 26
1400 AA Bussum
info@value8.com
www.value8.com
Supervisory Board
Member
since September 2019.
CFO Downtown Music
Holdings
5
Dear shareholder,
On 24 September 2023, we celebrated the 15th anniversary of Value8. On that day 15 years
ago, we formalised the acquisition of a majority stake in Exendis NV, later renamed to Value8
NV, and appointed two executive board members and one supervisory board member. A
week before Lehman Brothers went bankrupt and a week after we launched the investment
company Fortis had to be rescued by the Dutch and Belgian governments. These challenging
circumstances didn’t stop us from starting Value8.
Gerben Hettinga and I started Value8 with a stock exchange listing and roughly €500
thousand in the company bank account. With more ambition than money. With more ideas –
we thought good ones – than experience. We were convinced that, with a professional
approach and two good sets of brains, we could build a company and create value for our
shareholders. And so far, we have succeeded.
This annual report is not a melancholic look back on 15 years of existence. it’s more a
snapshot of where we find ourselves in the 15th year of a much longer journey. Although we
are – by nature – modest people, we are proud of what we achieved in those 15 years: the
robust companies we own, the more than 900 people employed within our group, and the
listed companies in which we have a substantial stake.
Our ambitions reach, however, much further than where we stand today. In 2018 and 2019,
we realised divestments totalling more than €70 million. We paid a super dividend and
bought back shares. However, the vast majority of the proceeds was re-invested in 2020 and
2021. Since that moment, we have been fully invested. In 2023, we only added a minority
stake in both Dealsuite and Brookz, platforms that accommodate buyers and sellers in SME
companies.
The low turnover of our portfolio doesn’t mean we are twiddling our thumbs. As long-term
investors and investment partners, we are constantly supporting our companies in realising
their ambitions. By researching and developing growth plans, searching for add-on
acquisitions and providing the necessary investment capital.
We manage our portfolio in a long-term context. Sometimes, the two steps forward are
preceded by one step back. In other cases, market conditions can camouflage the
underlying improvements. However, we remain convinced that the combined efforts of
Value8 and the managers will ultimately yield an above-average return.
With this long-term view, we are happy with the developments at our four largest holdings.
Recycling champion Renewi reports strong results despite lower recyclate prices. At Ctac, the
new CEO focuses on growth with better margins. Almunda was able to acquire ICE, and –
last but not least – Morefield (Kersten) recorded excellent growth figures.
We want to thank the 900+ employees of the (majority-owned) Value8 companies for their
hard work and contribution to the company’s success. And a sincere thank you to everyone
else who contributes to Value8 and its companies.
A special word of gratitude to the loyal, ambitious managers who work hard to take our
companies from A to B.
Looking at their energy and ambitious plans, I see a bright future for our company.
VALUE8 | ANNUAL REPORT 202 3 3 |
1. Value8 invests in growing SMEs
Value8’s main objective is to create long-term value for
our shareholders. Corporate social responsibility and
sustainability play an important role in our policy and
strategy. As a measure of value creation, we use the
development of the net asset value per share. We
assume that, in the long term, this development will be
reflected in the development of the Value8 share price.
Value8 was launched on 24 September 2008. The net
asset value at that time was €0.41 per share. Successful
investments, business expansion, and add-on
acquisitions strongly increased the net asset value. At
the end of 2023, it reached €9.37. In addition, through
the years, dividends were paid, as shown in the
following table.
OBJECTIVES & REALISATION
Successful since 2009
Value creation
IPO potential
Value8 N.V. (hereafter: Value8) is a listed investment
company that invests in small caps and SMEs. Our
mission is to support these companies in achieving their
growth objectives. We provide venture capital to
finance that growth and make a stock exchange listing
accessible to these companies. 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.
PROFILE & MISSION
Partner of enterpreneurs
Focus on SME
Growing together
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
7,5
eurocents
dividend
10
eurocents
dividend
12
eurocents
dividend
14
eurocents
dividend
15
eurocents
dividend
3%
stock
dividend
15
eurocents
dividend
15
eurocents
dividend
15
eurocents
dividend
+ super
dividend:
1,05 euro
16
eurocents
dividend
+ repay-
ment 30
eurocents
17
eurocents
dividend
18
eurocents
dividend
4 | ANNUAL REPORT | VALUE8
• Value8’s net equity rose from €91.9 to €97.2 million, an increase of 5.8%.
• NAV per share rose from €8.85 (€9.03 euros adjusted for the dividend of €0.18 euros) to €9.37 euros,
representing an annual return of 5.9%.
• €83.5 million or 76.4% of the portfolio is invested in listed companies, €23.3 million or 21.3% of the
portfolio is invested in private companies. Interest-bearing debt amounts to €9.6 million or 8.8% of the
total balance sheet.
• Value8 reports an increase in operating income to €8.2 million, while the net profit increased to €5.8
million. After deducting the dividend on preferent shares, the net profit attributable to ordinary
shareholders is €0.57 per share.
• Proposed dividend: €0.19 per share, almost 6 per cent higher than the dividend for calendar year 2022
(€0.18 per share).
Corporate:
• Acquisition of 31% stake in Deal Value Group
• Renewi’s share price rose 11.8% over the year, supported by Macquarie’s takeover interest
• Kersten’s excellent operating results were well received by Morefield investors.
• Ctac’s revenues increased by 8.1%, while profitability was impacted by one-off costs and a lower Q4.
• Almunda’s turnover and EBIT were roughly in line with 2022.
Highlights Value8 2023
Financial:
In both the US and Europe, fighting inflation was the
top economic priority in 2023. In the US, the Federal
Reserve started raising interest rates in March 2022. In
eleven steps, the Federal Funds rate was raised from
zero to 5.25%. Three (0.75%) of those steps were taken
in 2023, the last at the FOMC meeting on 26 July 2023.
Parallel to this, the ECB raised the official rates ten
times, 6 of which were in 2023. The last step (to 4.00%)
occurred on 20 September 2023. Since then, the
effects of the rates have become increasingly visible,
with lower inflation rates as the clearest signal. The
European economic growth fell to 0,5%, but the US
economy held up much better. US GDP grew by 3.1% in
2023, creating 2.7 million jobs.
The labour markets stayed strong, with unemployment
remaining at relatively low levels.
The development of the Dutch economy was roughly in
line with the EU. After a record high of 11.6% in 2022,
inflation fell to 4.1% in 2023. Dutch national bank DNB
expects a further drop to 2.9% in 2024 and, closer to the
2% target, 2.2% by 2025. The main causes are lower
energy prices and central bank interest rate hikes.
Inflation is also higher due to wage increases of 5.9% in
2023 and 5.7% expected in 2024. The Dutch economy
grew by 0.1% in 2023. This is sharply lower than in 2022
when growth was extra strong thanks to the recovery
from the COVID-19 pandemic.
FINANCIAL REPORT
INTRODUCTION
2 . Higher interest rates
to fight inf lation
VALUE8 | ANNUAL REPORT 202 3 5 |
In the years ahead, growth will, again, according to DNB,
be slightly higher, at 0.3% in 2024 and 1% in 2025. The
slow economic growth is caused by the downturn in
global trade and the tight ECB monetary policy. The
general government budget deficit was 0.9% of GDP in
2023 and is expected to grow in the coming years.
Unemployment remains low at 3.6% in 2023 but rises to
4% in 2024.
Meanwhile, in the United States, 10-year interest rates
ended 2023 at 4.36% compared to 3.84% at the end of
2022. The 10-year interest rate in the Netherlands
dropped from 2.82% at the end of 2022 to 2.27%.
The mix of above target inflation, higher central bank
interest rates and soft economic data weighed on stock
prices in the first nine months of 2023. When it became
clear that the ECB and the Federal Reserve reached the
end of the interest-rate hiking cycle, sentiment
improved. The expectation of several interest-rate drops
in 2024 caused a buoyant stock market sentiment in
November and December.
The revolution in artificial intelligence, which received
broader recognition with the introduction of ChatGPT,
provided a welcome boost to the tech sector. The large
US tech firms, nicknamed The Magnificant Seven, lead
the Nasdaq substantially higher.
Within the tech sector, AI-related stocks rose sharply,
with AI chipmaker Nvidia in front. Other sectors like
industrials, pharmaceuticals and financials clearly
lagged the indices.
Looking at the index, the Nasdaq rose by 61%, followed
by the S&O 500 (+24%) and the Dow Jones (+14%). In the
Netherlands, the semiconductor stocks performed
extremely well, with BESI rising 141%, followed by ASM
International (99%).
The precious metals gained ground, although volatility
remained low. Both gold (+13%) and silver (+6%) showed
a positive return.
In 2023, Value8 made one larger investment: it
acquired a 31% stake in the Deal Value Group in two
steps.
In April, Value8 took a 31% stake in Dealsuite, a
European SME acquisition platform active in
Germany, the United Kingdom, Belgium, France and
the Netherlands. In October, a 31% stake was
acquired in Brookz, the SME acquisition platform
that focuses purely on the Netherlands. The merger
of these two platforms took place in December 2023.
The new Deal Value Group also includes
ValuePartner (valuation software) and C365 Yellow
(software development).
For companies and private equity firms that want to
strengthen their market position with a buy & build
strategy, Brookz and Dealsuite are indispensable
platforms to find acquisition candidates, screen
them and implement their growth strategy.
Brookz is the largest acquisition platform in the
Netherlands, with more than 50,000 affiliated
entrepreneurs, investors and advisors. Since its
founding in 2007, more than 7,400 companies have
been sold through the platform. Brookz is an open
platform focusing on the Dutch market and small and
medium-sized SME companies.
Dealsuite, on the other hand, focuses on the European
market and larger SME companies (medium to large).
It’s a closed platform accessible to companies,
corporate finance advisors and (private equity)
investors. Dealsuite is growing faster than Brookz but is
not yet profitable.
Value8 is enthusiastic about the perspective of both
Brookz and Dealsuite and is determined to support
both young companies in their ambitious growth
plans.
3. Value8 take s 31% stake in
SME acquisition platform
Dec- 23 Dec-22 in %
AEX 786,62 14.2%
ASCX 1198.48 0.8%
AMX 926.08 -0.4%
S&P 500 4769.83 24.2%
Dow Jones 37689.54 13.7%
Nasdaq 16825.93 60.8%
Gold 2062.36 13.1%
Silver 23.79 6.2%
10-year interest rate NL 2.27
689. 01
1189.45
929. 66
3839. 50
33147,25
10466,48
1824,34
22,41
2,82 -19.7%
6 | ANNUAL REPORT | VALUE8
In 2023, the value of our investment portfolio
increased from €100.4 to €108.7 million. This increase
can be explained by two factors: the acquisition of a
31% stake in Deal Value Group and the appreciation
of the portfolio, resulting in a net profit of €5.8
million.
More than three-quarters (€83.5 million or 76.8%) of
the portfolio is invested in listed companies. Private
company investments account for €22.7 million or
20.9% of the portfolio.
The largest four investments are our stakes in
Morefield Group (Kersten), Renewi, Ctac and
Almunda Professionals.
• Morefield Group €18.3 million
• Renewi €14.0 million
• Ctac €13.2 million
• Almunda €12.9 million
In the sector spread, healthcare (28.7% of the
portfolio) ranks first, followed by technology (15.7%)
and sustainability (14.2%). These sectors benefit from
the megatrends of ageing, digitalisation and
sustainability. Financial services (8.5%) and building
materials (7.1%) come in places four and five. Other
sectors represent 5.6% of our portfolio. Loans and
cash account for another 13.0%. We are satisfied
with our portfolio’s diversification and resilience in
an economically difficult year.
Although 2023 was a good year for stocks, small caps
clearly lagged. In 2023, we continued to focus on
strengthening our companies. This work, a
fundamental driver of value creation, consists of
developing and exercising 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 paragraphs, we will zoom in on the
development in 2023 of the largest investments and
companies, or our big 4 (Morefield, Renewi, Ctac and
Almunda) and the investments with equity value
between €3 and €10 million or the next 4
(AmsterdamGold, Concordia, IEX Group, MKB
Nedsense). The last section covers the investments/
companies with an (equity) value below €3 million.
The largest four investments are all listed on the
Euronext Amsterdam stock exchange. After the big 4,
we will indicate whether the investments concern a
listed or private company.
4. Investment portfolio grows to €109 million
VALUE8 | ANNUAL REPORT 202 3 7 |
Ctac: turnover growth in transition year 2023
Ctac published mixed results over 2023. Revenue grew
8.1% (+7.1% organic) to €127.2 million. Turnover grew in
the first nine months and stabilised in the fourth quarter.
Normalised EBITDA came in at €11.8 million, with a
margin of 9.3%. (2022: €13.3 million with a margin of
11.3%). Including one-off charges, EBITDA comes in at
€10.2 million. Ctac’s results were impacted by one-off
charges for Technology2Enjoy, a provision related to
long-term sickness and streamlining of the organisation.
The operating cash flow rose to €10.7 million, and the
net cash position stands at €7.0 million. Based on
normalised earnings per share of €0.30, the company
proposed a cash dividend of €0.11. This represents a
pay-out of 37% based on normalised net profit. For 2024,
Ctac projects organic revenue growth with an emphasis
on improved profitability. The company’s management,
led by new CEO Gerben Moerland, will focus on the roll-
out of the recalibrated strategy. The share price of Ctac
ended 2023 slightly down (-1.5% to 3,30). Including the
dividend (€0.12 or 3.6%), the total return amounted to
2.1%.
Renewi rejects Macquarie offer
Value8 NV started investing in Renewi in October 2020.
Since then, a remarkable turnaround has occurred.
After the excellent results in 2022/23 (book year from 1
October to 31 September), the first half of book year
2023/24 came in at a lower level. This decline is due to
normalised recyclate prices and subdued volumes in
commercial waste sectors, particularly construction
and demolition. Renewi reported half year revenue of
€937 million compared to €952 million a year earlier.
Underlying EBITDA reached €114 million (2023: €132
million). In September, Macquarie offered 775 pence or
approximately €9 per Renewi share, a premium of
approximately 52%. The offer was rejected by the
Renewi board with a statement: “The board considered
the proposal in detail and believes it fundamentally
undervalues the value of Renewi and its prospects.”
Value8 owns a 2.4% stake in Renewi. The company’s
share price, supported by takeover interest from
Macquarie in November 2023, rose 11.8% to €7.36.
Value8 is convinced that Renewi’s management team
can continue to grow the company and increase
profitability. The shares are currently undervalued and
should - given their sustainability profile - trade at a
premium to the smallcap market.
5 . The big 4
L a r g e i n v e s t m e n t s > € 1 0 m i l l i o n
8 | ANNUAL REPORT | VALUE8
Morefield Kersten had an excellent year
Kersten, since November 2022, part of Morefield Group,
continued its strong performance in the second half of
2023. Kersten's turnover increased in 2023 from €78.1
million to €92.7 million, an increase of 18.7%. Morefields
operating result (EBITDA) increased from €3.9 to €17.8
million. Based on the strong performance of Kersten',
Morefields (diluted) earnings per share increased from
€0.066 in 2022 to €0.076 in 2023. Kersten is sticking to its
organic growth strategy as a total provider in the Dutch
medical aid market. This organic growth is based on
increasing the number of clients and offering the full
range of services to existing clients. The aim is to
achieve turnover growth of at least 10% in 2024 while
maintaining the EBITDA margin achieved in 2023. On 4
December 2023, Morefield announced that a corporate
finance agency had been engaged to advise on the role
that Kersten could play – actively or passively – in
scaling up in the sector. The excellent operational results
of Kersten were well received by investors. The share
price of parent company Morefield rose in 2023 by
32.9% to €0.42.
Higher turnover Almunda in transition year
Almunda Professionals' turnover increased from €26.3
million to €27.5 million in 2023. Revenue growth at PIDZ
and the first revenue contribution (four months) for ICE
were partly offset by a decline in revenue at Novisource.
Group EBITDA fell from €6.5m to €5.0m in 2023. Profit
before interest expenses and taxes (EBIT) came in at €1.8
million, the same as in 2022. The activities within
Almunda Professionals – PIDZ, Novisource and ICE –
showed different dynamics. PIDZ continued to grow in
2023. Turnover increased by 7.7% from €14.3 million to
€15.4 million. Novisource faced challenging market
conditions in 2023. Revenue for 2023 fell to €8.4m
(-28.6%), and EBITDA dropped to €-0.1m in 2023. Year-
on-year, ICE's 2023 revenue grew from €7.7 to €9.3
million. ICE was acquired in September 2023 and thus
only contributes 4 months to the Almunda results. Equity
attributable to shareholders increased from €11.7 to
€13.0 million. Almunda Professionals is optimistic for
2024. Based on the continuing demand for healthcare
professionals (PIDZ), opportunities due to the energy
transition (ICE) and the recovery plan at Novisource,
Almunda Professionals expects to realise healthy growth
in 2024. In 2023, Almunda’s share price rose modestly by
2.3% to 1.32%. The total return, including the dividend,
was 7.0%.
VALUE8 | ANNUAL REPORT 202 3 9 |
AmsterdamGold (private): growth in storage, lower
trading volume
The gold price rose by 13% in 2023, and silver followed with
a 6% increase; because of low volatility, turnover
decreased from €50.6 to €35.5 million. Operating profit
decreased from €1.1 to 0.6 million. Without one-off items,
EBITDA would have been €0.9 million. While trading
activities retreated, AmsterdamSafe saw the amount of
precious metals in its storage facilities rise. After
substantial investments in the IT platform,
AmsterdamGold will now increase its marketing efforts
and focus on a rebound in sales.
Concordia (private) expects business to decline
further in 2024
As expected, Concordia in 2023 failed to maintain the
good results of 2022. Revenue, including the acquired
Eppinga, reached €123.8 million (2022: €125.5 million).
Without Eppinga, revenue would have been €117.1
million. With the gross margin remaining the same, the
cost percentage has increased significantly. The
company signals a noticeably higher cost percentage
for housing (increased energy costs and rent) and staff
(collective labour agreement increases of 7% and
necessary staff expansion), among others. Inventory
revaluation and purchase price differences were €1.1
million lower in 2023 than in 2022.
Although the price of many building materials is still
rising, the price of wood fell substantially in 2023. As a
result, EBIT was around €5.5 million, or 4.6% of sales. That
is below the long-term target of 5% of sales. For 2024,
Concordia expects a marked decline in branch sales.
This is due to delays in the construction sector and a
lower price level of building materials. This is only partly
offset by additional renovation projects. It is clear is that
2024 will not be a peak year in the construction and
building materials trade. Concordia expects a lower
commercial result in 2024, below its long-term target of
5% of turnover on average.
The next 4
Medium sized investments (€3-10 million)
10 | ANNUAL REPORT | VALUE8
IEX (listed): stable results and substantially stronger
balance sheet
After an exceptionally good 2022, IEX Group performed
well in 2023. Revenue in 2023 was €5.1 million, almost the
same as in 2022. Operating Ebit reached €1.1 million
(2022: €1. 3 million). Budgets in the advertising market
were under pressure in 2023 due to the disappointing
economic climate. IEX Group compensated for this with
an increase in subscription revenue. The number of
paying subscribers increased by 11% to over 13,500 in
2023 (end 2022: 12,150). Given its structurally healthy
profitability, IEX Group has capitalised an active deferred
corporate tax liability on its balance sheet of €0.33
million. Together with the release of the provision for
audit fees, the non-recurring income amounts to €0.50
million. As a result of these non-recurring gains, net profit
increased from €1.1 million to €1.4 million. Adjusted for this
effect, the net profit was €0.9 million, or €0.23 per share
(€0.27 in 2022). Solvency rose from 6% to 41% in 2023,
making IEX's financial position healthy and robust. IEX
expects excellent opportunities to grow revenue and
profitability further in the medium term. In 2023, the IEX
share price rose by 23.4% to €1.95.
MKB Nedsense (listed): ambition to increase its
portfolio
MKB Nedsense invests in smaller SMEs in the segment of
up to €10 million. In 2022, 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). The portfolio includes two 100%
owned companies: at the end of 2023, GNS Brinkman
and Axess had around 40 employees (FTE). The total
turnover for 2023 of these two companies is € 7.4
million, with an operating profit (EBITDA) of € 0.4 million.
During 2023, no new investments in SME companies
were made. MKB Nedsense published a 2023 net profit
of € 0.2 million
(2022: € 0.1 million). The income from the investment
portfolio (equity and loans) decreased during 2023. This
was offset by the low holding company costs, including
a release of a provision for audit costs. MKB Nedsense's
equity increased from €9.05m (2022) to €9.20m in 2023.
MKB Nedsense's net asset value increased in the past
financial year from €0.09 to €0.092 per share. Earnings
per share for 2023 were €0.002 (2022: €0.001). In 2023,
the MKB Nedsense share price decreased with 24.4% to
€0.099.
VALUE8 | ANNUAL REPORT 202 3 1 1 |
AA Circular (private): lacklustre building market
AA Circular saw its turnover decrease from €5.8 to €5.6
million. EBITDA came in at €0.45 million, slightly better
than 2022 (€0.36 million). These results were below
forecast due to a lacklustre building market and the
delay of several projects. Management expects a
substantial improvement in turnover and profitability in
2024.
BK Group (private): stable results
BK’s turnover (corporate services) grew slightly from
€4.6 million in 2022 to €4.7 million in 2023. EBITDA
decreased from €0.3 million to €0.2 million due to higher
overhead and legal costs.
Cumulex (listed): no approval yet for acquisition
Cumulex NV is listed on the Euronext Brussels stock
exchange. The company recorded a small loss in 2023
(€-0.1 million) caused by administrative costs and costs
related to maintaining the stock exchange listing. Net
equity is still negative at €-2.4 million. The intention was
to acquire AA Circular. This acquisition was approved by
the AGM, but one of the conditions of completion was
approval by its bank. Since this condition has not yet
been met, Cumulex is also open to considering other
options. In 2023, the Cumulex share price decreased
with 41.7% to €1.55.
PAVO (private): higher occupancy rates
PAVO Zorghuizen operates a care home in Tegelen. In
2023, turnover was stable at €2.2 million. EBITDA was €0.1
million positive, a clear improvement from last year
(€-0,2 million). The main driver is the higher occupancy
rate. PAVO is interested in increasing the number of care
homes but is also approached by possible acquirers.
Skysource (private): growth ambition from a lower
base
Skysource recorded a turnover of €5.1 million in 2023.
Operating profit – EBITDA – was slightly negative: €-0.1
million. After losing a large customer in 2022, the
overhead is relatively high for the current turnover base.
The efforts to increase the number of clients and win
contracts are intensified. For 2024, a stable turnover is
budgeted with a positive EBITDA.
TABS (listed NPEX): normalisation after two excellent
years
In 2023 TABS' turnover decreased by 10.7% to €917 million
(2022: €1,027 million). As costs (excluding exceptional
items) increased by 2.8% compared to 2022, operating
profit excluding exceptional items dropped to €46 million
(2022: €88 million). The net profit of €36 million results in
earnings per share of €5.63 (2022: €10.56). TABS proposes
a dividend of €3.95 per share (from €4.75) . In 2023, the
TABS share price decreased with 23.7% to €58.00 . The
total return, including the dividend, was -17.4%.
Smaller investments (< €3 million)
| ANNUAL REPORT | VALUE8 12
VALUE8 | ANNUAL REPORT 202 3 1 1 |
After a slight decrease in 2022, Value8 managed to
return to its growth path in 2023. As mentioned in the first
paragraph, our investment portfolio grew by €8,9 million
from €100.4 to €109.3 million. Value8's net equity rose
from €91.9 to €97.2 million, an increase of 5.8%. As an
investment company, we focus on increasing our NAV. In
2023, NAV per share rose from €8.85 (€9.03 adjusted for
the dividend of €0.18) to €9.37, representing an annual
return of 5.9%. This return was achieved despite a weak
performance of the smallcap sector on the stock
exchange.
Operating income rose to €8.2 million. This income
consists of €2.2 million in dividends received, €0.8 million
in interest received, €4.3 million in capital gains on
quoted investments, €0.4 million capital gains on
unquoted investments and €0.3 million realised gains on
investments. Prudent cost management limited total
costs to €2.4 million. Of these costs, €0.6 million relates
to financial expenses.
Net profit increased to €5.8 million. After deducting the
dividend on preferent shares, the net profit attributable
to ordinary shareholders is €0.57 per share. This is a
sharp improvement from the net loss in 2022 (€-3.7
million) and earnings per share €-0.39.
Value8 aims to maintain a strong balance sheet with a
conservative debt-to-equity ratio. A solvency rate in the
range of 60 to 70% is considered safe. Value8
maintained a very high solvency rate at 89%, which is
well above the indicated range.
6. Modest increase of n et asset value
to € 9. 37
VALUE8 | ANNUAL REPORT 202 3 1 3 |
7. Share capital and dividend
Value8’s authorised share capital consists of ordinary A
shares (unlisted), ordinary B shares (listed) and cumulative
preference C shares (listed). No A shares were
outstanding at the end of 2023.
The number of ordinary shares (B) outstanding was
10,685,792. By the end of 2023, 1.081,905 ordinary shares
had been repurchased. During the 2023 financial year, no
additional shares were acquired. The number of
outstanding shares amounts to 9,603,887. This number is
also used to calculate net asset value, the equity per
share. The average number of outstanding shares is used
to calculate earnings per share. The average number of
shares outstanding decreased slightly from 9,713,058 to
9,603,887. Value8’s ordinary share price rose 2023 from
€5.66 to €5.70. If the dividend (0.018 per ordinary share) is
included, the total return is 4.1%.
Value8 issued cumulative preference C shares in 2012. The
preference C shares have a base value of €6.25 and a
dividend percentage 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
1,534,612. At the end of 2022, in total, 1,114,222 preference C
shares are outstanding with third parties. The share price
of the cumulative preference shares fell from €5.00 at the
end of 2022 to €4.76 by yearend 2023. Including quarterly
dividends (in total €0.3125), the total return was 1.5%.
| A N N UA L R E P O R T | VA L U E 8 14
Given the relatively good results for 2023, Value8
proposes to pay a dividend of €0.19 on ordinary B
shares. That is an increase of almost 5.6% compared to
the 2022 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 2023 dividend was already paid:
7.5 eurocents • April 2023:
• July 2023: 7.5 eurocents
• October 2023: 7.5 eurocents
• January 2024: 8.75 eurocents
8. Twelve consecutive years of
dividend payment
At the companies in which Value8 has a majority stake,
employment increased slightly in 2023. In total, these
companies employ more than 900 people.
As Value8 is an investment company, this annual report
only reports on the team at the NV’s office in Bussum.
That team consists of eight professionals, including
members of the Board of Directors. Regarding staff
development, the number of employees at Value8 is
expected to remain approximately the same in 2023.
The team’s activities include monitoring companies and
investments, carefully selecting and due diligence on
new investments and achieving fast, efficient
processes. That basis allows Value8 to build growth with
the managers of our companies.
We thank all employees of the Value8 companies for
their commitment and contribution to the success of
their businesses.
9. Staff and organisation
VALUE8 | ANNUAL REPORT 202 3 15 |
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. Which
allows us to make new investments and assist our
current businesses in their growth trajectories.
10. Investment and f inancing
Board of Directors,
P.P.F. de Vries
G.P. Hettinga
11. Outlook for 202 4
The economic outlook for 2024 is stable. We expect
continued economic growth in the US (around 3%) and low
growth in Europe (between 0 and 1%). Market analysts
expect central banks to lower official interest rates in 2024,
which could be a weak tailwind for economies. The more
stable interest rate climate has normalised conditions for the
private equity sector, thereby supporting a comeback in M&A
activity.
Given the strong development of our companies, we look to
202 4 with optimism. The diversification of our portfolio
reduces risks, and our sector focus – digitalisation,
healthcare, and recycling – allows us to take full advantage
of today’s and tomorrow’s megatrends.
| ANNUAL REPORT | VALUE8 16
The Supervisory Board advises the Board of Directors
and monitors developments at Value8. The Supervisory
Board supervises the course of business in the company
and the functioning of the Board of Directors.
Strategic developments
During the 2023 financial year, the Supervisory Board
discussed Value8’s long-term strategy with the Board of
Directors. In shaping the strategy, attention was paid,
among other things, to its implementation and
feasibility, and to the opportunities and risks for the
company, existing listed and private equity investments
were discussed, as well as potential new investments.
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 (dis)investments, portfolio
management, compliance, 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 on 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.
12. Report of the Supervisory Board
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 2022 and 2023. CFA is an EU PIE audit firm, that
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.
Investments and divestments during the financial year
The long-term strategy remains focused on investing in
new activities and companies in the selected and
preferred sectors, strengthening the portfolio companies,
and making additional investments in portfolio
companies. 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 at an early stage
of the intended transaction and its consequences for
Value8. Decision-making can take place quickly and
responsibly , if required.
During the year, the Supervisory Board was frequently
briefed by the Board of Directors on potential investments
and divestments. In 2023, there were limited changes in
our portfolio. In April, Value8 invested a 31% stake in
Dealsuite, and in October, the same percentage in the
related Brookz was acquired. The Supervisory Board paid
attention to the purchase and sale process and the risks in
combination with the long-term strategy.
VALUE8 | ANNUAL REPORT 202 3 17 |
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, of which 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 individual 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 consists of two people. An active
search is underway for a female candidate to join the
Supervisory Board. The vacancy profile contains expertise
and experience in investing in listed companies and an
active, relevant position in the corporate sector. In the
2023 financial year and the first months of 2024, this did
not result in a proposal to appoint a new Supervisory
Board member. In 2023, the current Supervisory Board
members were re-elected for a period of four years.
The Supervisory Board is committed to good investor
relations. Within the Board of Directors, the CEO bears the
day-to-day responsibility for investor relations.
Remuneration policy
The starting point of the company’s remuneration policy
is 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 4 June
2020, the current remuneration policy was re-approved.
The actual remuneration of a member of the Board of
Directors is determined by the Supervisory Board. The
Supervisory Board made several scenario analyses for the
remuneration.
The remuneration for members of the Board of Directors is
partly dependent 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 limited
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 2023, 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 does note that the
remuneration of Value8’s directors is relatively low
compared to remuneration at other small caps with
similar equity or market capitalisation.
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 for members of
the Board of Directors this 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 if at
least three of the four following criteria were met:
| A N N UA L R E P O R T | VA L U E 8 1 8
• 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.
No shares or options were granted by the company to
members of the Board of Directors in 2023 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 contribution.
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 whennecessary. In 2023, 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 2023, please refer to the
financial statements.
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 members of the
Supervisory Board in 2023.
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
2023.
Bussum, 30 April 2024
Supervisory Board
R.A.E. de Haze Winkelman
J.P.C. Kerstens
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
in general terms the bonus criteria and bonus system.
The introduction of sustainability criteria was also
considered, but no decision has yet been taken on this.
For the period 2021-2023, 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
2023 are equal to bonusses paid in 2013, and have not
been corrected for inflation. The Supervisory Board
intend 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 2023, this commitment was extended for
another year.
VALUE8 | ANNUAL REPORT 202 3 19 |
• 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 is a description of the risks associated with
Value8’s strategy and profile at the time of reporting and
the developments in 2023 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.
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, will, therefore,
be able to 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.
13. Risk factors
Entrepreneurship is an essential part of Value8’s strategy.
It is inextricably linked to risk-taking. To deal with 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 in such a way 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. The outcomes are
discussed in the Board of Directors meetings and are
discussed 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:
20 | ANNUAL REPORT | VALUE8
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 2023, 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. AmsterdamGold, for example,
holds an AFM licence to offer precious metals (physical
gold and silver) as investment objects. The 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.
Organisational risk
Value8’s organisation has grown since its inception in
2008 but is still vulnerable to and dependent on any
changes or fall-out of people. 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 the risks of, among other
things, industrial accidents, staff cuts and labour
disputes.
In that context, we regularly review 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. We, therefore,
continue to pay close attention to maintaining the
strength of our 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 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. Many investment propositions were
rejected in 2023.
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 it invests in, operates in
several countries, mainly in The Netherlands but also in
Germany, Belgium, France, Luxembourg, and Cura çao.
VALUE8 | ANNUAL REPORT 202 3 21 |
If the economic or political climate in these countries
deteriorates, this will be noticeable in the results of the
companies operating in the country concerned. The
results of these companies will affect Value8’s results (in
the valuation of investments). The economic situation in
those countries may, therefore, have an indirect effect
on 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.
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 the 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 is the risk of having insufficient funds to meet
immediate obligations. Value8 has placed available
liquidity with several European credit institutions with at
least an A rating. All current liabilities of the company
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 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 in sufficient margin 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 has the possibility of issuing 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.
There are also various other sources of funding 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) in addition to cash and cash
equivalents that can be used to finance the company’s
growth. Value8 aims to grow to strengthen the clusters in
which it operates and – apart from organic growth –
grow 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.
22 | ANNUAL REPORT | VALUE8
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 of
Directors states the annual report provides sufficient
insight into deficiencies in the functioning of internal risk
management and control systems concerning the risks.
We have no indications to assume that these systems will
fail to function properly in the current year, and the
current state of affairs justifies a going concern basis.
Regarding financial reporting risks, the Board of Directors
states that the internal risk management and control
systems provide a reasonable degree of certainty that the
financial reporting does not contain any material
misstatements and that the risk management and control
systems worked properly in the year under review.
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. In addition, Value8 is
mostly involved as a shareholder in important
proposed decisions on investments. These include
approval decisions relating to substantial investment
decisions, the appointment of key officers and the
financing of activities.
Value8’s financial administration is provided internally.
The administration at the various portfolio companies
is also mostly done internally. Most of the portfolio
companies are audited by an external auditor. During
the financial year, Value8’s Board of Directors
continuously analysed and assessed the effective
operation of existing risk management and control
systems, using the formal processes, reports and
assessments available for this purpose.
VALUE8 | ANNUAL REPORT 202 3 23 |
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 2023, Value8’s authorised
capital amounted to €7,280,000. The authorised capital
consists of:
• 2,800,000 A shares with a nominal value of €0.35; and
• 14,000,000 B shares (listed) with a nominal value of
€0.35; and
• 4,000,000 C shares (listed, cumulative preference)
with a nominal value of €0.35 .
The A shares are registered shares. The B and C shares
are either bearer shares or registered shares at the
option of the holder.
At the end of 2023, the issued capital amounted to
€4,277,141.40. This consisted of
• 10,685,792 ordinary B shares (listed) and
• 1,534,612 C shares (listed, cumulative preference)
No A shares are currently outstanding. At year-end 2023,
Value8 held 1,081,905 ordinary B shares and 420,390
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.
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.
14.1 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 the holders of A shares
and B shares. The dividend on the cumulative preference
C shares is preferential to the dividend on A shares and B
shares. This means that if Value8 did not pay the
dividend on the cumulative preference C shares in one
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.
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 arrears in dividends. 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.
14. Share capital and legal structure
24 | ANNUAL REPORT | VALUE8
14.2 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 for a limited but stable growing dividend
for ordinary shareholders, whereby a significant part of
the profit can be reinvested. Depending on liquidity
planning, it may also be proposed to pay stock dividends.
Regarding the dividend on the cumulative preference C
shares, Value8 aims to pay the annual cash dividend on
the cumulative preference C shares. If feasible, the
company aims to distribute dividends even in years with
negative results.
On 15 September 2023, Value8 paid a dividend of €0.18
per ordinary share, payable at its option in cash or
cumulative preference shares. Furthermore, on the
cumulative preference shares, the regular 5% cash
dividend was paid in four instalments, one instalment per
calendar quarter.
At the 2024 shareholders’ meeting, Value8 intends to
propose a cash dividend of €0.19 per ordinary share
(optionally as a stock dividend in cumulative preference C
shares) and to finalise the dividend already paid over 2023
of 0.3125 per share on the cumulative preference C shares.
This dividend has been paid quarterly since 2021. Value8
continues to intend to pay a quarterly dividend on the
cumulative preference shares during 2023.
14.3 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.
14.4 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 of the Board of Directors if it has been designated for
that purpose by the General Meeting of Shareholders.
VALUE8 | ANNUAL REPORT 202 3 25 |
If the Board of Directors has been designated for that
purpose, the General Meeting of Shareholders can – if the
designation is in force – no longer decide on a further
issue. 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, each time for a single issue, be limited or excluded by
the body authorised to 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 30 June 2023,
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 and to
limit or exclude the pre-emptive right thereof. Also, at the
General Meeting of Shareholders on 30 June 2023, the
Board of Directors was authorised to repurchase shares
during the statutory maximum period of 18 months from
the date of this 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. The 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 – the last price stated therein.
Repurchase transactions may be executed on the stock
exchange or otherwise.
26 | ANNUAL REPORT | VALUE8
Value8 has a two-tier board structure. Value8 has a
Board of Directors and a Supervisory Board. The outlines
of the current governance structure are described below.
15.1 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
to 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
as 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.
15.2 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.
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.
15.3 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’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:
15. Corporate Governance
VALUE8 | ANNUAL REPORT 202 3 27 |
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.
15.4 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 14-16 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 (15.3
‘Corporate Governance Code’).
• The main features of Value8’s risk management and
control systems (13 ‘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 (14 ‘Share
capital and legal structure’).
• The members and functioning of the Board of
Directors and the Supervisory Board (16 ‘Personalia’).
• The diversity policy regarding the members of the
Board of Directors and the Supervisory Board (15.4,
‘Corporate governance statement’ under the
heading ‘ESG’), as well as how the policy will be
implemented and its results in 2023.
• 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 14, ‘Share capital
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.
Notification of substantial holdings
Substantial holdings, to the extent known to Value8, are
listed in Chapter 14, ‘Share capital 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 15 ‘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 15, ‘Corporate governance’.
Powers of the Board of Directors
Chapter 14 ‘Share capital 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.
28 | ANNUAL REPORT | VALUE8
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
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 the start of
Value8 in 2008, we have made substantial long-term
growth for our shareholders and other relevant
stakeholders. Also, during 2023, we made further progress
in our long-term value-creating strategy.
Value8 believes a company’s long-term success is based
on the beneficial cooperation of stakeholders. In our role
as active shareholders, we support and encourage our
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.
We also take our responsibility as investors. Together with
our investments, we want 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 the
ESG policy, Value8 is considering using various non-
financial performance indicators at the level of Value8
and - where appropriate - indirect at the level of its
investments.
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 made up 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 have 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 with different
backgrounds and qualities contributes to achieving our
growth objective. Value8 wants to create a working
environment where everyone’s competencies and
personality can flourish. When recruiting and selecting
new employees, the diversity policy is considered.
Value8 aims for a balanced representation of men and
women in the Board of Directors and the Supervisory
Board and will take this aim into account when making
new appointments. In that context, female candidates
with an investment and/or finance background are
periodically sought to work at Value8 or its
investments. During 2023, Value8 took measures to
increase the quality of the board at its investments in
several places; in several cases, these included female
candidates. Value8 intends to continue this diversity
policy when expanding or replacing key positions at
Value8 and its investments.
VALUE8 | ANNUAL REPORT 202 3 29 |
16. Personalia
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. and MKB
Nedsense N.V. He is also a member of the Supervisory
Board at Almunda Professionals N.V., IEX Group 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). 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 IEX Group 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.
Mr J.P.C. Kerstens
Mr J.P.C. Kerstens (1962) is a former director and CFO of
Endemol (2000-2010). In that position, he was involved in
the IPO (2005) and acquisition (2007) of Endemol.
Furthermore, he was, among other things, CFO of
Eyeworks (2012-2016), head of finance at TKH Group
N.V., CFO of Sonesta Hotels, director of Orange Babies
and supervisory director of Eredivisie CV Beheer. He has
extensive expertise and experience in finance,
acquisitions, listed companies, and media. Currently, Mr
Kerstens is the CFO at Downtown Music Holdings. Mr
Kerstens studied Economics at the University of
Amsterdam.
Retirement schedule
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.
Mr J.P.C. Kerstens
Appointed on 5 September 2019 by the General Meeting
of Shareholders and was reappointed in 2023. The second
term runs until the 2027 General Meeting of Shareholders.
Members of the Board of Directors
Mr P.P.F. de Vries
Took office on 24 September 2008. On 4 June 2020, Mr De
Vries was appointed for another four-year term by the
General Meeting of Shareholders. The fourth term expires
in 2024.
Mr G.P. Hettinga
Took office on 24 September 2008. On 4 June 2020, Mr
Hettinga was appointed for another four-year term by
the General Meeting of Shareholders. The fourth term
expires in 2024.
30 | ANNUAL REPORT | VALUE8
17. 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 result 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, the course of business during
the financial year of Value8. The management report
describes the material risks Value8 faces.
Bussum, the Netherlands, 30 April 2024
Board of Directors
Peter Paul de Vries
Gerben Hettinga
VALUE8 | ANNUAL REPORT 202 3 31 |
33 VALUE8 | FINANCIAL STATEMENTS 2023
18 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.
34 VALUE8 | FINANCIAL STATEMENTS 2023
19 Financial Statements 2023
Financial year
Value8’s financial year 2023 ran from 1 January 2023 up to and including 31 December 2023. The financial
year 2022 ran from 3 1 December 2021 up to and including 31 December 2022.
35 VALUE8 | FINANCIAL STATEMENTS 2023
Table of Contents
19.1 Financial statements 36
19.1.1 Statement of Financial Position 36
19.1.2 Income Statement 37
19.1.3 Statement of Changes in Equity 38
19.1.4 Cash flow statement 2023 39
19.2 Notes to the financial statements 41
19.2.1 Value8 basis for reporting 41
19.2.2 Tangible fixed assets 49
19.2.3 Property investments 49
19.2.4 Private equity investments 49
19.2.5 Loans granted to listed investments 54
19.2.6 Loans granted to others 55
19.2.7 Options on investments in investment portfolio 55
19.2.8 Listed investments 55
19.2.9 Receivables and accruals 57
19.2.10 Cash 57
19.2.11 Share capital 57
19.2.12 Earnings per share 58
19.2.13 Non-current liabilities 58
19.2.14 Amounts owed to credit institutions 58
19.2.15 Loans from related parties 58
19.2.16 Loans from others 58
19.2.17 Trade and other payables 58
19.2.18 Financial instruments measured at fair value 59
19.2.19 Contingent liabilities 60
19.2.20 Risks 60
19.2.21 Related parties 62
19.2.22 Events after the balance sheet date 63
19.2.23 Fair value changes private equity investments 64
19.2.24 Fair value changes listed investments 64
19.2.25 Interest loans granted to private equity investments 64
19.2.26 Interest listed investments 64
19.2.27 Realised results 64
19.2.28 Other income 64
19.2.29 Dividends 65
19.2.30 Wages, salaries, and payroll taxes 65
19.2.31 Other operating expenses 65
19.2.32 Financial income and expenses 65
19.2.33 Corporate income taxes 65
19.2.34 Segmented information 66
19.2.35 External auditor’s service fees 66
19.2.36 Proposed appropriation of profit 66
19.3 Other data 67
19.3.1 Statutory provisions on profit appropriation 67
19.3.2 Articles of association amended
19.3.3 Auditors report
67
67
36 VALUE8 | FINANCIAL STATEMENTS 2023
19.1 Financial statements
19.1.1 Statement of Financial Position
(x €1,000) 31-12-2023 31-12-2022
Assets
Fixed assets
Tangible fixed assets 19.2.2 312 434
Property investments 19.2.3 715 715
Private equity investments 19.2.4 21,045 18,071
Loans granted to private equity investments 19.2.4 951 1,549
Loans granted to listed investments 19.2.5 11,327 10,473
Loans granted to others 19.2.6 327 15
Options listed investments 19.2.7 513 407
Listed investments 19.2.8 39,492 34,504
Total fixed assets 74,682 66,168
Current assets
Loans granted to private equity investments 19.2.4 689 -
Loans granted to listed investments 19.2.5 - 410
Listed investments 19.2.8 32,202 33,429
Receivables and accruals 19.2.9 348 98
Cash 19.2.10 794 323
Total current assets 34,033 34,260
Total assets 108,715 100,428
Liabilities
Equity
Share capital 19.2.11 3,740 3,740
5% Cumulative preference shares 537 412
Share premium 33,864 36,095
Share premium 5% cumulative preference shares 9,054 6,948
Revaluation reserve 6,005 5,829
Other reserves 38,202 41,403
Result 5,820 - 2,531
Total equity attributable to shareholders of the company 97,222 91,896
Long-term liabilities
Lease and rent liabilities 19.2.13 151 279
Loans from others 19.2.13 - -
Total long-term liabilities 151 279
Current liabilities
Current account with credit institutions 19.2.14 4,462 2,421
Loans from related parties 19.2.15 2,541 2,179
Loans from others 19.2.16 2,610 2,240
Lease and rent commitments 19.2.13 129 124
Trade and other payables 19.2.17 1,600 1,289
Total current liabilities 11,342 8,253
Total liabilities 11,493 8,532
Total equity and liabilities 108,715 100,428
37 VALUE8 | FINANCIAL STATEMENTS 2023
19.1.2 Income Statement
(x €1.000) 2023 2022*
Operating income
Fair value changes private equity investments 19.2.23 424 3,081
Fair value changes listed investments 19.2.24 4,314 - 7,666
ECL charge loans granted to private equity investments 19.2.4 - 208 - 284
ECL charge loans granted to listed investments 19.2.5 119 -
Fair value changes options listed investments 19.2.7 113 -
Interest on loans granted to private equity investments 19.2.25 190 251
Interest on loans granted to listed investments 19.2.26 590 154
Interest on loans granted to others 19.2.6 6 1
Realised results private equity investments 19.2.27 - -
Realised results listed investments 19.2.27 286 146
Other income 19.2.28 136 471
Dividends 19.2.29 2,213 3,601
Total operating income 8,183 - 245
Operating costs
Wages, salaries, and payroll taxes 19.2.30 1,080 1,024
Other operating expenses 19.2.31 537 857
Depreciation and amortisation 19.2.2 122 100
Total operating expenses 1,739 1,981
Finance income and finance expenses
Financial income 19.2.32 - -
Financial expenses 19.2.32 - 624 - 305
Net finance income (expense) - 624 - 305
Result before tax 5,820 - 2,531
Income taxes 19.2.33 - -
Result after tax 5,820 - 2,531
Attributable to:
Shareholders of the company 5,820 - 2,531
Result for the financial year 5,820 - 2,531
Earnings per share attributable to shareholders
Earnings per share attributable to
shareholders
19.2.12 0,57 - 0,29
Statement of comprehensive income
Result for the financial period 5,820 - 2,531
Total net realised and unrealised results for the financial year 5,820 - 2,531
Attributable to:
Shareholders of the company 5,820 - 2,531
Total result for the financial year 5,820 - 2,531
2023: 1 January until including 31 December 2023
*2022: 31 December 2021 until including 31 December 2022
38 VALUE8 | FINANCIAL STATEMENTS 2023
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 31 December 2021 3,740 383 36,607 6,465 10,277 20,195 18,428 96,095
Changes
Profit appropriation 2021 - - - - - 18,428 - 18,428 -
Issue of shares - 29 - 483 - - - 512
Changes in revaluations - - - - - 4,448 4,448 - -
Realised result 2022 - - - - - - - 2,531 - 2,531
Dividend in cash - - - - - - 1,613 - - 1,613
Dividend in shares - - - 512 - - - - - 512
Transaction under common control - - - - - 1,313 - 1,313
Purchase of own shares - - - - - - 1,368 - - 1,368
Balance at 31 December 2022 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
Transaction under common control - - - - - - - -
Purchase of own shares - - - - - - - -
Balance at 31 December 2023 3,740 537 33,864 9,054 6,005 38,202 5,820 97,222
The changes in equity in the financial year 2023 include the following non-cash transaction:
• Issue of shares through share-dividend for €2,231.
39 VALUE8 | FINANCIAL STATEMENTS 2023
19.1.4 Cash Flow Statement 2023
(x €1,000) 2023 2022
Net profit 19.1.2 5,820 - 2,531
Depreciation and amortisation 19.2.2 122 100
5,942 - 2,431
Adjustments for:
Net finance expense 19.2.32 624 305
Income taxes 19.2.33 - -
Fair value changes private equity investments 19.2.23 - 424 - 3,081
Fair value changes listed investments 19.2.24 - 4,314 7,666
Fair value changes options listed investments 19.2.7 - 113 -
ECL charge loans granted to private equity investments 19.2.4 208 284
ECL charge loans granted to listed investments 19.2.5 - 119 -
Interest on loans granted to private equity investments 19.2.25 - 190 - 251
Interest on loans granted to listed investments 19.2.26 - 590 - 154
Interest on loans granted to others 19.2.6 - 6 - 1
Private equity investments 19.2.4 - 4,150 - 2,050
Private equity divestments 19.2.4 800 -
Loans granted to private equity investments 19.2.4 - 170 - 57
Investments in listed interests 19.2.8 - 9 - 4,799
Divestments in listed interests 19.2.8 1,953 9,287
Loans granted to listed investments 19.2.5 - 145 - 125
Loans granted to others 19.2.6 - 305 -
Redemptions of loans granted to listed investments 19.2.5 410 -
Redemptions of loans granted to private equity investments 19.2.4 22 300
Redemptions of loans granted to others 19.2.6 - 25
Realised results private equity investments 19.2.27 - -
Realised results listed investments 19.2.27 - 286 - 146
Changes in receivables and accruals 19.2.9 - 250 44
Changes in trade payables and other payables 19.2.17 311 - 464
Finance costs paid 19.2.32 - 485 - 131
Cash flow from operating activities - 1,286 4,221
40 VALUE8 | FINANCIAL STATEMENTS 2023
2023 2022
Cash flow from financing activities:
Dividend payment 19.1.3 - 494 - 1,613
Redemption loans from others 19.2.16 - 2,215 -
Redemption loans from related parties 19.2.15 - 75 - 252
Loans provided from others 19.2.16 2,500 -
Cash flow from financing activities - 284 - 1,865
Net change in cash and cash equivalents - 1,570 2,356
Cash and cash equivalents at 1 January 2023 (2022) 19.1 - 2,098 - 4,454
Cash and cash equivalents on 31 December 2023 (2022) 19.1 - 3,668 - 2,098
Presented as follows in the Statement of Financial Position:
Cash and cash equivalents 794 323
Amounts owed to credit institutions 4,462 2,421
- 3,668 - 2,098
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 . During the 2023 financial year, the following non-cash
transactions occurred:
• Transfer of private equity interest ICE Groep B.V. of €1,600 to Almunda Professionals N.V. €800 in shares
Almunda.
41 VALUE8 | FINANCIAL STATEMENTS 2023
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 . Value8's prior 2022 financial year differs
from the calendar year and runs from 31 December 2021 up
to and including 31 December 2022. During 2022, Value8
changed the financial year ending on 31 December (as
opposed to 31 December) by adding one day in the financial
year 2022. This was changed to be in line (again) with
international practice and the financial accounts from our
subsidiaries and investments. In preparing the financial
statements, the 2023 figures are compared with the
previous financial year, taken from the audited 2022
financial statements from 20 June 2023. 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 2023 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 2023, where applicable.
Application of these amended standards ('IFRS 17 -
Insurance Contracts', 'IAS 8 - Definition of Accounting
Estimates, 'IAS 1 and IFRS Practise Statement 2 – Disclosure
of Accounting Policies' and 'IAS 12 – Deferred Tax related
to Assets and Liabilities arising from a Single Transaction')
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
on the date of publication of the financial statements but
are not yet effective on the financial statements for 2023.
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 IFRS 16 ‘Leases on sale and leaseback’
These amendments include requirements for sale and
leaseback transactions in IFRS 16 to explain how an
entity accounts for a sale and leaseback after the date
of the transaction. Sale and leaseback transactions
where some or all the lease payments are variable
42 VALUE8 | FINANCIAL STATEMENTS 2023
lease payments that do not depend on an index or rate
are most likely to be impacted.
• Amendment to IAS 1 – Non-current liabilities with
covenants. These amendments clarify how conditions
with which an entity must comply within twelve
months after the reporting period affect the
classification of a liability. The amendments also aim to
improve the information an entity provides related to
liabilities subject to these conditions.
• Amendment to IAS 7 and IFRS 7 - Supplier finance.
These amendments require disclosures to enhance the
transparency of supplier finance arrangements and
their effects on an entity’s liabilities, cash flows and
exposure to liquidity risk. The disclosure requirements
are the IASB’s response to investors’ concerns that
some companies’ supplier finance arrangements are
not sufficiently visible, hindering investors’ analysis.
• Amendments to IAS 21 - Lack of Exchangeability. An
entity is impacted by the amendments when it has a
transaction or an operation in a foreign currency that is
not exchangeable into another currency at a
measurement date for a specified purpose. A currency
is exchangeable when there is an ability to obtain the
other currency (with an average administrative delay),
and the transaction would take place through a market
or exchange mechanism that creates enforceable rights
and obligations. Effective date 1 January 2025.
The IASB has proposed standards/amendments and
interpretations in addition to those mentioned above.
However, these 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 and
• 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.
43 VALUE8 | FINANCIAL STATEMENTS 2023
• 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
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, and 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:
44 VALUE8 | FINANCIAL STATEMENTS 2023
• 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 exercise 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
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 less 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 market
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 in 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
45 VALUE8 | FINANCIAL STATEMENTS 2023
letter shares) , the term within which these shares can be
converted into listed shares is taken into account;
• If a lack of liquidity is determined, a discount can be
applied to the share price.
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
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:
• various rights linked to the new and already existing
investments (shares);
• disproportionate dilution to existing shareholders when
new shareholders join;
• 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 length of 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.
The specific elements Value8 includes in the analysis to
determine whether there is an active market are:
• Analysis of the frequency of market transactions: are
there sequential transactions in the market every
month throughout the year?
• Analysis of the volume of transactions sequentially
throughout the year.
• Proximity of transactions in relation to the valuation
date (are there any recent transactions?) .
• 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 (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:
• Liquidity restriction because the listed financial instrument
cannot be traded on the stock exchange (also applies to non-
convertible listed letter shares in listed companies): 20% -
30%;
• Liquidity restriction for financial instruments not tradable on
the stock exchange (applicable to non-listed letter shares of
listed companies) where there is a conversion right to
convert the shares into listed shares. Deduction percentage
to be applied on account of possible delay period for
prospectus obligation: 20%-30%;
• Liquidity restriction because the listed financial instrument is
subject to a 'lock-up' period: 5% - 20%, whereby the discount
percentage becomes lower as the lock-up period becomes
shorter;
• Non-controlling interest or controlled interest: 20% - 30%.
46 VALUE8 | FINANCIAL STATEMENTS 2023
• In exceptional cases, the discount bandwidth to be applied
can be deviated from if there is a demonstrable other
indicator for the fair value.
Within the defined bandwidth, the actual exit percentage
is used on an estimation basis. 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
valuation):
• 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,
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;
• define multiples consistently;
47 VALUE8 | FINANCIAL STATEMENTS 2023
• multiples to correct for differences in tax payments;
• use the right multiple (the one used in 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 private
equity investments will be based on multiples of
comparable listed companies.
The fair value measurement takes into account the impact
of the liquidity of the interest held. Unlisted private equity
interests are less liquid than listed companies. Value8
applies a liquidity discount concerning the valuation of
unlisted interests derived from multiples of listed interests.
The final discount percentage depends partly on the size
and specific risk of the underlying company.
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.
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
Due to the increased liquidity and a longer period of higher
liquidity, the valuation of some listed investments has
changed from level 3 to level 1. This applies to MKB
Nedsense, Morefield and IEX Group. We follow IFRS-13,
and according to our judgment, the share price is the most
objective input variable. These changes from level 3 to
level 1 are explained in paragraph 19.2.8 about the
mentioned 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. These
discounts have been calculated and substantiated. For
reasons of transparency, a sensitivity analysis was
performed. The results of which are shown in these
financial statements. Concerning the stakes in IEX Group
NV and MKB Nedsense, both listed investments, we
emphasise that the financial statements of both companies
have not been audited by a PIE auditor. The capacity
problem in the Dutch PIE audit market causes this.
Regarding MKB Nedsense, the valuation on 30 December
2021 was based on the NAV derived from the unaudited
financial statements of 2021. This aspect is no longer
relevant at the end of 2022 since the valuation on 31
December 2022 is based on the share price of MKB
Nedsense. In the case of the valuation of MKB Nedsense
per ultimo December, there is no material difference
between the application of these two valuation methods
(NAV and share price minus discount).
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.
48 VALUE8 | FINANCIAL STATEMENTS 2023
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.
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 that have been 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 are
included under cash flow from financing activities.
49 VALUE8 | FINANCIAL STATEMENTS 2023
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 2023. 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 2023
Balance at 31 December 222
Acquisition value 590 590
Accumulated depreciation - 156 - 156
Carrying amount 31 December 222 434 434
Changes
Investments 0 0
Divestments - -
Depreciation - 122 - 122
Balance sheet as of 31 December 2023
Acquisition value 590 590
Accumulated depreciation - 278 - 278
Book value 312 312
50 VALUE8 | FINANCIAL STATEMENTS 2023
The changes in private equity investments are as follows:
31 December 2023 31 December 2022
Private equity investments Equity
investment
Loans
granted
Total IFRS
Level
Equity
investment
Loans
granted
Total IFRS
Level
AmsterdamGold.com 5,757 * - 303 5,454 3 5,757 - 5,757 3
Concordia Holding 5,520 - 5,520 3 5,474 - 5,474 3
Deal Value Group 4,150 - 4,150 3
BK Group International 1,895 689 2,584 3 1,696 658 2,354 3
Skysource Holding 2,011 151 2,162 3 2,162 - 2,162 3
ICE Groep - - - - 1,400 - 1,400 3
AA Circular 1,630 - 1,630 3 1,500 - 1,500 3
Other private equity
investments
82 800 882 3 82 891 973 1/3
21,045 1,337 22,382 18,071 1,549 19,620
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 in
September 2023 is presented in current liabilities in the
Statement of Financial Position (Loans from related parties).
The changes in private equity investments are as follows:
Value8 owns a 25% stake in Concordia Holding N.V.
As of 31 December 2023, this investment is valued at
€5,520 (31 December 2022: €5,474). In 2023, a revaluation
of €46 was made on this investment (2022: €1,378) .
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 is based on an EBITDA multiple
method. An estimate has been made of the EBITDA to be
realised in 2024 and the cash and debt items as per 31
December 2023. This estimate is based on the qualitative
disclosures in quarterly updates provided by Concordia to
its shareholders, the information provided in the AGM of
24 May 2023 and the Concordia annual accounts. A
multiple of 4 times EBITDA is applied, with a correction for
illiquidity of the shares and a correction for non-voting
Private equity investments Balance 31
December 2022
Investments Divestment Revaluation
/ Result
Balance 31
December 2023
AmsterdamGold.com 5,757 - - - 5,757
Concordia Holding 5,474 - - 46 5,520
BK Group International 1,696 - - 199 1,895
Deal Value Group - 4,150 - - 4,150
Skysource Holding 2,162 - - - 151 2,011
ICE Groep 1,400 - - 1,600 200 -
AA Circular 1,500 - - 130 1,630
Other private equity investments 82 - - - 82
18,071 4,150 - 1,600 424 21,045
51 VALUE8 | FINANCIAL STATEMENTS 2023
depository receipts. The discount for illiquidity and lack of
control is set at 20%. This results in a multiple of 3.2 times
EBITDA (2022: 2.6 x EBITDA) . Based on this valuation, a
revaluation of €46 is booked on the Concordia investment
for the reporting year 2023. Concordia’s management has
clearly stated that Concordia benefited in 2021 and 2022
from exceptionally good market conditions. The company
had lower profitability in 2023, and expects lower revenues
in 2024. Concordia aims for an average of 5% pre-tax profit
margin (EBT margin) during an economic cycle,
substantially lower than the EBT margin of 9% realised in
2022. Given the uncertainties outlined by Concordia's
management the prudent valuation applied to the
Concordia investment represents the fair value of this
investment. The sensitivity to the discounts is as follows. If
the discount is set at 25%, the valuation of the 25% stake
drops from €5,520 to €5,175. If the discount is determined
at 15%, the valuation of the 25% stake increases from
€5,520 to €5,865. A sensitivity analysis with respect to the
EBITDA multiple leads to the following results. If an EBITDA
multiple of 5 is applied (instead of 4), the valuation of the
25% stake increases to €6,900 (+ €1,380). If an EBITDA
multiple of 3 is applied (instead of 4), the valuation of the
25% stake decreases to €4,140 (€- 1,380). The table below
shows the sensitivity to a 5% change in EBITDA-multiple.
In 2023 Value8 acquired an approximately 30% interest in
Deal Value Group. The fair value of Deal Value Group has
been determined on the price of recent transaction.
The changes in loans granted to private equity investments are as follows:
Loans granted to private equity
investments
Balance 31
December 2022
Investments Repayment Revaluation /
amortisation
Interest Balance 31
December 2023
BK Group International 658 3 - - 28 689
Skysource Holding - 170 - 22 - 3 151
Other private equity investments 891 - - - 250 159 800
1,549 173 - 22 - 250 190 1,640
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. The loan to BK Group International
is presented as current assets (31 December 2022: fixed assets)
and will be fully repaid in 2024.
Additional information loans granted to private equity investments 31 December 2023
Maturity breakdown Maximum 1
year
1 to 5 years Longer than 5
years
Total
Amount 689 - 951 1,640
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 fair value of equity
interests
The valuations of the private equity investments are
almost all 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 DCF
calculations from 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 2023) . Also, a
risk-free interest rate of 3.0% was applied in the last
financial year. The market risk premium used is 5.8% and is
also based on the annual survey by Fernandez and Acin
(2022: 6.2%) . The firm-specific risk (cost of equity) was
determined using an analysis of weighted identified risk
31-12-2023 Sensitivity Multiple -5% Multiple +5%
Concordia Holding - 276 276
52 VALUE8 | FINANCIAL STATEMENTS 2023
factors (between 0% and 9.19%) and an illiquidity premium
of 2%. Firm-specific risk (alpha) was treated as a
component of the 'unlevered' cost of equity. The unlevered
cost of equity is levered using the 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 taken into account. With regard to 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 resulting from the previous method is used to
calculate the fair value of the specific company. All DCF
valuations distinguish 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
2024 to 2028, turnover and margin developments, if
applicable, have been estimated per relevant segment. The
same applies to operating cost developments in the
projection period.
19.2.4.2 AmsterdamGold.com B.V.
Fair value measurement as of 31 December 2023
The fair value of AmsterdamGold has been determined
using the general Value8 DCF valuation methodology. The
following determinants were used in the specific valuation
of AmsterdamGold.com: Debt/Equity ratio of 74.4%,
company-specific risk (alpha) of 5.1% and a cost of debt of
6.9%. Based on the general Value8 DCF valuation
methodology, a WACC of 13.03% was used as a resultant in
the valuation .
19.2.4.3 BK Group International
Fair value measurement as of 31 December 2023
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 6.9%. Based on the general Value8 DCF
valuation methodology, a WACC of 14.23% was used as a
resultant in the valuation .
19.2.4.4 Skysource Holding
Fair value measurement as of 31 December 2023
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 28.1%, company-specific
risk (alpha) of 5.5% and a cost of debt of 6.9%. Based on
the general Value8 DCF valuation methodology, a WACC of
13.78% was used as a resultant in the valuation .
19.2.4.5 AA Circular
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 41.7%, company-specific risk
(alpha) of 6.2%, and a cost of debt of 6.9%. Based on the
general Value8 DCF valuation methodology, a WACC of
14.31% was used as a resultant in the valuation.
19.2.4.6 Other private equity investments
The valuation as of 31 December 2022 of the other
recognised interests almost all qualify as an IFRS Level 3
valuation. The interest in Pavo Zorghuizen was valued
based on a DCF analysis. The Net Assets method valued 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, in this specific situation,
the Net Assets method is a representative method for
determining fair value .
19.2.4.7 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 1 percentage point lower/higher sales growth
or a 1 percentage point higher/lower WACC, assuming an
unchanged cost structure and unchanged investment level,
the calculations would have led to the following possible
additional value changes.
53 VALUE8 | FINANCIAL STATEMENTS 2023
31-12-2023 Sensitivity Sales growth -1% WACC +1%
AmsterdamGold.com - 191 - 404
Sales growth +1% WACC -1%
AmsterdamGold.com 190 480
31-12-2022 Sensitivity Sales growth -1% WACC +1%
AmsterdamGold.com - 191 - 404
Sales growth +1% WACC -1%
AmsterdamGold.com 190 480
31-12-2023 Sensitivity Sales growth -1% WACC +1%
BK Group International - 258 - 124
Sales growth +1% WACC -1%
BK Group International 258 144
31-12-2022 Sensitivity Sales growth -1% WACC +1%
BK Group International - 258 - 124
Sales growth +1% WACC -1%
BK Group International 258 144
31-12-2023 Sensitivity Sales growth -1% WACC +1%
Skysource Holding - 258 - 124
Sales growth +1% WACC -1%
Skysource Holding 258 144
31-12-2023 Sensitivity Sales growth -1% WACC +1%
AA Circular - 258 - 124
Sales growth +1% WACC -1%
AA Circular 258 144
54 VALUE8 | FINANCIAL STATEMENTS 2023
Overview of private equity investments
Private equity investment City/country Participation in %
31-12-2023
Participation in %
31-12-2022
AmsterdamGold.com B.V. Amsterdam, the Netherlands 100% 100%
Concordia Holding N.V. Meppel, the Netherlands 25% 25%
Deal Value Group Amsterdam, the Netherlands 31% -
BK Group International B.V. Amsterdam, the Netherlands 100% 100%
ICE Groep B.V. Breukelen, the Netherlands - 70%
AA Circular B.V. Rijsenhout, the Netherlands 65% 65%
Skysource Holding B.V.
Other private equity investments:
Eindhoven, the Netherlands 100% 100%
Verveeco B.V. Rotterdam, the Netherlands liquidated 100%
PAVO Zorghuizen B.V. Tienray, the Netherlands 100% 100%
DS Petcare B.V. Amsterdam, the Netherlands 100% 100%
Buhrs International Group 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
31-12-2023 31-12-2022
IEX Group N.V. - 410
Cumulex N.V. 587 381
Morefield Group N.V. 10,740 10,092
11,327 10,883
The loans granted to listed investments are valued at amortised
cost. Given the specific characteristics of the loans, this
corresponds to fair value.
19.2.5.1 IEX Group N.V.
After refinancing in 2020 and redemptions in 2021, the
remaining loan granted was completely repaid by IEX in
January 2023.
Additional information loans granted to listed investments 31
December 2023
Maturity
breakdown
Maximum
1 year
1 to
5 years
Longer
than 5
years
Total
Amount - - 11,327 11,327
Currency Euro Euro Euro Euro
Interest varies between 0% and 6.
19.2.5.2 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 2023 fair value is €8,392. The bullet loan will be
redeemed in full in November 2028.
Also included in the receivable from Morefield Group N.V.
are the granted equity loans with indefinite maturity and
interest rates, 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.
55 VALUE8 | FINANCIAL STATEMENTS 2023
19.2.5.3 Cumulex N.V.
In the reporting period, additional funding increased the loan
by €87.
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 2023:
19.2.7 Options on investments in investment portfolio
These concern 16 million warrants for Morefield Group
shares (2x 8 million) . The valuation as of 31 December 2023
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 2023 and
a risk-free rate of 2.27% (10-year interest rates on
government bonds) . An expected volatility of 11.4% 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 31-12-2023 IFRS
Level
31-12-2022 IFRS
Level
Fixed financial assets
Morefield Group N.V. *1* 18,338 1/3 15,177 1/3
Almunda Professionals
N.V. *2*
12,898 1/3 10,450 1/3
MKB Nedsense N.V. *3* 4,929 1/3 5,850 1/3
IEX Group N.V. *4* 2,810 1 2,277 1
Cumulex N.V. *5* 517 3 750 3
Current financial assets
Other listed interests *6* 32,202 1 33,429 1
Fixed assets
71,694
39,492
67,933
34,504
Current assets 32,202 33,429
71,694 67,933
Loans granted to listed
investments
Balance
31 December
2022
Investments /
Divestment
Revaluation /
amortisation
Interest Balance
31 December 2023
IEX Group N.V. 410 - 410 - - -
Morefield Group N.V. 10,092 58 - 590 10,740
Cumulex N.V. 381 87 119 - 587
10,883 - 265 119 590 11,327
Balance
31 December
2022
Investments /
Divestment
Revaluation /
amortisation
Interest Balance
31 December 2023
Loans granted to others 15 305 - 7 327
Maturity
breakdown
Maximum 1
year
1 to
5 years
Longer
than 5
years
Total
Amount 15 52 260 327
Currency Euro Euro Euro Euro
56 VALUE8 | FINANCIAL STATEMENTS 2023
*1* Listed B-shares of Morefield Group are valued at the
share price of €0.42 per share (level 1) . A 20% discount for
illiquidity is applied to the valuation of the non-listed A-
shares (€0.34 per share – level 3) . By 31 December 2022, B-
shares were valued at the share price of €0,316. Non-listed A-
shares were valued at €0.28 (11.4% discount), the acquisition
price of the shares by 9 November 2022, as part of the
Kersten transaction (transfer of Value8’s share in Kersten
Groep B.V. to Morefield Group) .
*2* The listed Almunda Professionals B-shares are valued at
The share price of €1.32 per share (level 1) . The non-listed A-
shares are valued at the share price with a discount of 20% at
€1.06 (2022: discount 22,4% – €1.00 – level 3).
*3* Listed MKB Nedsense B-shares are valued at the share price
(level 1) of €0.099. The unlisted A-shares are valued at the stock
price minus a discount of 20% at €0.079 – level 3 (2022: 30%
discount – €0.092) .
*4* IEX Group: Listed B-shares IEX Group are valued at the
share price of €1.95 (2022: level 1 listed share price of €1.58).
The December 2022 unlisted A-Shares IEX were converted to
listed B-Shares during 2023. Due to additional conditions
agreed upon, ultimo December 2022, the A-shares were also
valued at the listed share price without discount, as they
were as liquid as B-Shares.
*5* For Cumulex, a discount was applied to the share price at
the end of 2023 (IFRS Level 3) due to the inactive market. The
applied discount is also 20% (2022: 32%) .
*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 2023
was €32,577. Renewi (€13,991 | 2022: €12,796) and Ctac
(€13,168 | 2022: €13,368) are the largest listed investments
in terms of value. Regarding one of the other investments
(TABS Holland) , similar to 2022, 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 €6.2 million higher (2022: €5.8 million
higher) .
The statement of changes in listed investments is as follows:
Balance 31
December 2022
Investments Divestments Revaluation /
transaction result
Level 3 to level 1
valuation result
Balance 31
December 2023
Morefield Group N.V. 15,177 - - 3,161 - 18,338
Almunda Professionals N.V. 10,450 4,186 - 3,050 1,312 - 12,898
MKB Nedsense N.V. 5,850 - - - 921 - 4,929
IEX Group N.V. 2,277 - - 533 - 2,810
Cumulex N.V. 750 - - - 233 - 517
Other listed interests &
securities held
33,429 9 - 1,953 717 - 32,202
67,933 4,195 - 5,003 4,569 - 71,694
Sensitivity analysis discounted
shares (level 3)
Discount
- 5%
Discount
+ 5%
Morefield Group N.V. 1,065 - 1,065
Almunda Professionals N.V. 111 - 111
MKB Nedsense N.V. 254 - 254
IEX Group N.V. - - 26
Cumulex N.V. 32 - 32
Other listed investments 94 - 94
57 VALUE8 | FINANCIAL STATEMENTS 2023
With regard to investments and divestments, the following
non-cash transactions occurred in 2023:
• Purchase of a block of Almunda Professionals shares for
€800 as part of the transfer of ICE Groep B.V. from Value8
to Almunda Professionals.
• Purchase of the 31% stake in Dealsuite B.V. at €3,400, from
which the remainder of €1,000 will be transferred before
August 2024 (presented as Trade other payables in the
Statement of Financial Position).
19.2.8.1 Listed investments
Listed investments City/country Participation in %
31-12-2023
Participation in %
31-12-2022
Morefield Group N.V. Willemstad, Curaçao 87% 87%
Almunda Professionals N.V. Amsterdam, the Netherlands 50% 48%
MKB Nedsense N.V. Amsterdam, the Netherlands 60% 60%
IEX Group 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.
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 2023
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 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.
MKB Nedsense interests City/country Participation in %
31-12-2023
Participation in %
31-12-2022
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%
58 VALUE8 | FINANCIAL STATEMENTS 2023
As of 31 December 2022:
• 10,685,792 B shares with a par value of €0.35
issued and fully paid up.
• 1,177,649 cumulative financing preference
shares C with a par value of €0.35 issued and
paid up.
As of 31 December 2023, 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 1,534,612 cumulative preference C-
shares per 31 December 2023, Value8 has 420,390
treasury shares C in the portfolio. This leaves 1,114,222
cumulative preference C shares outstanding with third
parties.
19.2.12 Earnings per share
The calculation of earnings per share for 2023 is based on
the result attributable to B-shareholders of €5,820
(2022: €- 2,531) and the average number of outstanding
shares for 2023 is 9,603,887 (2022: 9,713,058). In
determining the result attributable to shareholder B, the 5%
cumulative preference dividend C-Shares payable has been
considered. Earnings per share 2023 is €0.57 (2022: €- 0.29).
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 31-12-2023 31-12-2022
Lease obligation rental
Brediusweg
151 279
Total non-current liabilities 151 279
At year-end 2023, 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 €129 (2022: €124) is presented in current liabilities.
19.2.14 Amounts owed to credit institutions
This is the debit balance at the end of 2023 in Value8’s
investment account with SwissQuote.
19.2.15 Loans from related parties
Loans from related parties 31-12-2023 31-12-2022
MKB Nedsense N.V. 2,238 2,179
AmsterdamGold.com B.V. 303 -
2,541 2,179
During 2023, Value8 repaid €75 (2022: €182) in cash on the
current account financing by MKB Nedsense. The €2,238
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 31 December 2023. MKB
Nedsense approved the one-year extension of the term at
Value8's request. 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.
The loan received from AmsterdamGold.com B.V. will be
settled with the distribution of the 2023 dividend by
AmsterdamGold.com to Value8 in 2024.
19.2.16 Loans from Others
The 31 December 2023 €2,610 Loan outstanding relates to the
loan granted in June 2023 with a principal amount of €2,500.
Early January 2024, the loan is fully redeemed by Value8 via cash
(€750) and transfer of Lacroix S.A. shares.
Vendor loans resulting from the purchase of the stake in
Novisource N.V. in June 2021 and a vendor loan from the
purchase of Skysource Holding B.V. in October 2022 were fully
redeemed by Value8 in 2023.
19.2.17 Trade and other payables
Other liabilities 31-12-2023 31-12-2022
Creditors 213 191
Accrued liabilities 1,387 1,098
1,600 1,289
Other payables and accruals have a maturity of less than
one year.
Loans from others 31-12-2023 31-12-2022
Loans outstanding 2,610 2,240
Total loans from others 2,610 2,240
59 VALUE8 | FINANCIAL STATEMENTS 2023
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 2023, 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, IEX Group,
and Cumulex have fixed or determinable market loan
conditions. Accordingly, the amortised cost of the loans
equals the fair value (see also 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.
19.2.18.5 Disclosure level 3 private equity investments & listed investments
Private equity investments Level 3 31 December 2023
Total
Level 3 31 December 2022
Total
AmsterdamGold.com B.V. 5,757 5,757 5,757 5,757
Concordia Holding N.V. 5,520 5,520 5,474 5,474
Deal Value Group B.V. 4,150 4,150 - -
BK Group International B.V. 1,895 1,895 1,696 1,696
Skysource Holding B.V. 2,011 2,011 2,162* 2,162
ICE Groep B.V. - - 1,400* 1,400
AA Circular B.V. 1,630 1,630 1,500 1,500
Other private equity investments 82 82 82 82
21,045 21,045 18,017 18,071
60 VALUE8 | FINANCIAL STATEMENTS 2023
Listed investments & securities Level 1 Level 3 31 December 2023
Total
Level 1 Level 3 31 December 2022
Total
Morefield Group N.V. 1,294 17,044 18,338 974 14,203 15,177
Almunda Professionals N.V. 11,123 1,775 12,898 6,589 3,861 10,450
MKB Nedsense N.V. 859 4,071 4,930 1,137 4,713 5,850
IEX Group N.V. 2,810 - 2,810 2,277 - 2,277
Cumulex N.V. - 517 517 - 750 750
Other listed securities 30,704 1,498 32,202 31,466 1,963 33,429
46,790 24,905 71,695 42,443 25,490 67,933
Level 3 Private equity investments &
listed investments / securities
31 December
2022
reclassifications
(to level 3)
Investments Divestments Fair value
changes
31 December
2023 Total
Private equity investments 16,589 - - - 121 16,710
Listed investments & securities 25,490 - 800 - 3,050 1,665 24,905
39,917 2,162 800 - 3,050 1,786 41,615
The IFRS level 3 divestment of € 3,050 regarding Listed
Investments concerns the exchange of 3.050.000 Almunda
A-Shares to listed B-Shares.
* The 2022 valuation of Skysource and ICE Group was based
on the price of recent transaction, and is therefore a level 3
valuation. In the annual accounts of 2022 these valuations
should be characterised with level 3. For 2023, the fair
value of Skysource has been determined using the general
Value8 DCF valuation methodology (level 3) , see paragraph
19.2.4.4. ICE Groep was sold in 2023 to Almunda
Professionals.
19.2.19 Contingent liabilities
The company has granted a put option on Lacroix S.A.
shares (€1,861) at the actual early January price plus a
0.83% premium per month until June 2024. Value8 is
entitled to buy back these shares until June 2024 at the
same January price plus a 0.83% premium per month.
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. The agreed interest
rate is 7%.
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, force 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 describes the risks
Value8 faces as an investment company, as well as the
operational and financial risks associated with Value8’s
investment activities. 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 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
describes the risk factors considered most important to
which Value8 is subject. 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. Because
Value8 has a highly differentiated portfolio spread across
different investments with activities in various sectors, the
impact of fluctuations in the economic cycle tends to be
very different.
61 VALUE8 | FINANCIAL STATEMENTS 2023
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 granted to parties that are initially subject to a
creditworthiness check. 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 the loan to Morefield resulting from the transfer
of Kersten Groep (paragraph 19.2.5.2).
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
Loans
granted
Amortized
costs
Loss allowance
until 31
December 2021
Loss
allowance
2022
Carrying
amount 31
December
2022
Loans 16,234 3,503 284 12,447
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
Loss allowance 2023 2022
Loss allowance 31 December 2022 (2021) 3,787 3,503
Changes 2023, stage 1 - -
Changes 2023, stage 2 24 146
Changes 2023, stage 3 65 138
Financial assets purchased credit impaired - -
Loss allowance 31 December 2023 (2022) 3,876 3,787
62 VALUE8 | FINANCIAL STATEMENTS 2023
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 2023, Value8 has granted loans of
€12,994 (2022: €12,432) to investments that are part of
Value8's investment portfolio. In principle, a market-based
interest rate is charged on the loans. See sections 19.2.5.2
and 19.2.15.
In June 2023, Value8 provided a temporary advance to 3L
Capital B.V. of €350, offset with payables to 3L Capital. The
balance of €243 is presented in Receivables and Accruals in
the Statement of Financial Position.
In August 2023, Value8 transferred its share in ICE Groep
B.V. to Almunda Professionals N.V. for €1,600. €800 was
distributed in cash, and €800 was settled through the issue
of 666,667 A-shares by Almunda Professionals N.V.
Mr Hettinga is a member of the Supervisory Boards of MKB
Nedsense N.V., Portan N.V., and IEX Group 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 IEX Group 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 2023, there
were two (2022: 2).
Supervisory Board:
• Mr R.A.E. de Haze Winkelman: 2023 €25 (2022: €25).
Appointed as of 22 May 2019.
• Mr J.P.C. Kerstens: 2023 €20 (2022: €20). Appointed as of 5
September 2019
The total remuneration of the Supervisory Board amounts to €45
for the reporting period 2023 (2022: €45). The remuneration of
the Board of Directors is presented below.
Periodic
income 2023
One-off
reward
Profit sharing and
bonus scheme
2023 2022
Drs P.P.F. de Vries €238.21 - €40.00 €278.21 €266.87
Drs G.P. Hettinga €154.75 - €25.00 €179.75 €172.39
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 2020 for
another period of four years. In accordance with the
remuneration policy approved by the General Meeting of
Shareholders on 28 June 2022, the fixed remuneration is
adjusted periodically – that is, annually. In 2023, the fixed
remuneration increased by 5%. Mr De Vries holds 4,029,500
B shares and 259,400 preference C shares on 31 December
2023 through 3L Capital Holding (2022: 4,029,500). Mr
Hettinga holds 16,200 B shares and 600 preference C shares,
and Mr De Haze Winkelman 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 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.
63 VALUE8 | FINANCIAL STATEMENTS 2023
2023 2022 2021 2020 2019
Board remuneration 458 439 418 402 401
Number of directors 2 2 2 2 2
Remuneration mr De Vries 278 267 254 244 244
Annual change 5% 5% 4% 0% 4%
Remuneration mr Hettinga 180 172 164 158 157
Annual change 5% 5% 4% 0% 4%
Staff payroll excluding Board
FTE
802
6,8
764
6,8
718
6,8
754
7,8
788
6,6
Average wage costs excluding Board 91 87 81 88 96
Pay ratio Board versus staff 2.5 2.5 2.6 2.3 2.1
Shareholders equity 97,222 91,896 96,095 78,386 71,325
Dividend per share 0.19 0.18 0.17 0.16 0.45
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 2023)
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 balance sheet date
The company announced on 29 January 2024 that its private
equity investment, BK Group International B.V, sold
Luxembourg subsidiary Funds Solution S.C.A. to Atoz
Services S.A. The completion of the transaction is subject to
approval by the local supervisory authority (the CSSF) .
In early April 2024, the AFM provided Value8 with
observations from its review of the 2022 reporting. These
observations related to the determination of the fair value of
listed investments. In general terms, AFM believes that if there
is sequential frequent trading of shares (regardless of
volumes), there is an active market. In accordance with IFRS
13.77, the share price should be used in that case.
At year-end 2021, Value8 had consistently used the Net Asset
Value (NAV) with regard to the valuation of two interests, the
equity investments in MKB Nedsense and Morefield Group.
This NAV per share was significantly lower than the market
price at the time and, in Value8's opinion, better reflected the
value of these investments. In accordance with IFRS 13.79(b), a
deviation from the market price at that time has been made.
The valuation at year-end 2021 of both interests is therefore
lower and more conservative than if the view described above
had been followed.
For the determination of equity at year-end 2022 (and
beyond), the communicated view has no consequences. This
means that the equity shown in the 2022 financial statements
of 91.9 million euro and the net asset value per share of 9.03
euro are not affected as a result.
Using the share price at the end of 2021 would affect equity
and NAV. Assuming the then share price for the listed shares
and a (hypothetical) discount of 30 per cent for the unlisted A
shares, this would have resulted in a shift of the result from
the financial year 2022 to the financial year 2020/2021 in the
amount of €5.6 million, (€2.8 million for both Morefield Group
and MKB Nedsense). Equity attributable to shareholders would
be 5.6 million euros higher at the end of 2021, resulting in a
€0.69 higher NAV per share (€9.89).
The change in the valuation technique used to determine the
fair value of these investments has been qualified as a change
in accounting estimate by Value8 based on IFRS 13-66. Based
on IAS 8-36, the effect of the change in estimate has been
recognised in the year of the change in estimate i.e. in the
reporting year 2022.
64 VALUE8 | FINANCIAL STATEMENTS 2023
19.2.23 Fair value changes private equity investments
Fair value changes private equity
investments
2023 2022
Kersten Groep B.V. - 3,779
AmsterdamGold.com B.V. - 588
BK Group International B.V. 199 - 1,056
Skysource Holding B.V. - 151 - 1,458
ICE Groep B.V. 200 -
Concordia Holding N.V. 46 1,378
AA Circular B.V. 130 -
Other private equity investments - - 150
Total fair value changes private
equity investments
424 3,081
19.2.24 Fair value changes listed investments
As for other interests held, Renewi (€1,191), Ctac
(€- 200) and the investments in the building materials sector
(€- 589) 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
2023 Other income consists of proceedings regarding the
actual sale of property in Hungary in 2023 by IEX.
2022 Other income consists of non-recurring income from
legal proceedings and judicial decisions.
Fair value changes listed
investments
2023 2022
Morefield Group N.V. 3,274 2,648
Almunda Professionals N.V. 1,367 977
MKB Nedsense N.V. - 920 471
IEX Group N.V. 533 - 594
Cumulex N.V. - 233 -
Other interests held 406 - 11,168
Total fair value changes listed
investments
4,427 - 7,666
Interest loans granted to private
equity investments
2023 2022
BK Group International B.V. 28 24
Other private equity investments 162 227
Total 190 251
Interest listed investments 2023 2022
Morefield Group N.V. 590 154
590 154
Other income 2023 2022
Non recurring other income 136 471
136 471
65 VALUE8 | FINANCIAL STATEMENTS 2023
19.2.29 Dividends
Dividends received during the financial year from both
private equity investments and listed investments include
dividend income from Concordia Holding N.V. €956 (2022:
€710) , Ctac N.V. €479 (2022: €427) , Almunda Professionals
N.V. €538 (2022: €438) and TABS €128 (2022: €130) .
19.2.30 Wages , salaries , and payroll taxes
In 2023, an average of 7.8 full-time employees were
employed within the company (2022: 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 2023
results before tax are 0% (2022: 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 2023 2022
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 2023, the amount of carry forward
losses is €6,137 (2021: €6,084). 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 2023
financial year.
Dividend income 2023 2022
Dividends 2,213 3,601
2,213 3,601
Wages, salaries, and payroll taxes 2023 2022
Wages and salaries 988 942
Payroll taxes 77 66
Other personnel costs 15 16
1,080 1,024
Other operating expenses 2023 2022
Housing costs 31 22
Consultancy fees 309 654
General operating expenses 197 181
537 857
Financial income and expenses 2023 2022
Financial income
Miscellaneous financial income - -
Total financial income - -
Financial expenses
Bank charges and commission - 62 - 32
Interest expense on short-term
financing
- 562 - 273
Total financial expenses - 624 - 305
Total financial income and expenses - 624 - 305
66 VALUE8 | FINANCIAL STATEMENTS 2023
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 2023 31 December 222
Equity
investment
Loans granted
to
Total Equity
investment
Loans
granted to
Total
Private equity investments 21,045 1,640 22,685 18,071 1,549 19,620
Listed investments 72,207 11,327 83,534 68,340 10,883 79,223
93,252 12,967 106,219 86,411 12,432 98,843
Sectors
Financial year 2023 Financial year 2022
Fair value
changes
Realised
results
Total Fair value
changes
Realised
results
Total
Private equity investments 216 1,155 1,371 2,797 2,756 5,553
Listed investments 4,546 2,124 6,670 - 7,666 1,397 - 6,269
Other income - 142 142 - 471 471
4,762 3,421 8,183 - 4,869 4,624 - 245
19.2.35 External auditors' service fees
In 2023, Value8 accounted for the following costs for the audit
services to Cravo Fortes Antão & Associados, sroc Ida:
19.2.36 Proposed appropriation of profit
Based on the Financial statements for 2023, the Executive
Board and the Supervisory Board propose to distribute a
dividend of €0.19 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 2023 on the preference C shares
will be set at €0.3125 per share.
Bussum, 30 April 2024
Executive Board
Drs. P.P.F. de Vries
Drs. G.P. Hettinga
Supervisory Board
Mr. R.A.E. de Haze Winkelman
Mr. J.P.C. Kerstens
2023 2022
Audit of financial statements 100 100
Other assurance services - -
Tax advisory services - -
100 100
67 VALUE8 | FINANCIAL STATEMENTS 2023
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 to be maintained by law are
formed;
b. losses from previous years not yet covered are
cleared, and
c. the reserves deemed necessary by the board are
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, will be distributed:
a. charged to the profit of the next financial year or
years whose profit is sufficient for such distribution
and
b. charged to the company's reserves to the extent
permitted by law .
In applying the provisions of this paragraph, the 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 the relevant C shares for that financial year will be
reduced pro rata until 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.
19.3.2 Articles of Association amended
Value8's financial year 2022 differs from the calendar year
and runs from 31 December 2021 up to and including 31
December 2022. During 2022, Value8 changed the financial
year ending at 31 December (as opposed to 30 December)
by adding one day in the 2022 financial year. This was
changed to be in line (again) with international practice and
the financial accounts from our subsidiaries and
investments.
19.3.3 Auditors report
As discussed in the previous financial reports, there is a
structural problem in the Dutch market for PIE audit firms. This
was the reason why the listed companies were not able to find
an PIE-auditor in The Netherlands. Value8 was able to appoint
CFA for the audit of its annual accounts 2022 and 2023. The
auditor expects a delay in the audit process for the 2023
annual report, therefore this annual report doesn’t contain an
auditors report yet. (‘overmacht‘) .
68 VALUE8 | FINANCIAL STATEMENTS 2023
69 VALUE8 | FINANCIAL STATEMENTS 2023