spice annual report 2015

ANNUAL REPORT 2015

ANNUAL REPORT 2015 SPICE PRIVATE EQUITY2

THE BRIDGE TO EMERGING MARKETS. SPICE PRIVATE EQUITY PROVIDES INVESTORS WITH ACCESS TO ATTRACTIVE PRIVATE EQUITY OPPORTUNITIES IN EMERGING MARKETS.

USD

39.11NAV PER SHARE 31 DECEMBER 2015

37.1 %DISCOUNT TO NAV 31 DECEMBER 2015

SHARE PRICE DEVELOPMENT 2015

NAV/share

34

35

36

37

38

39

40

41

21

22

23

24

25

26

27

28

31 Dec 20151 Oct 20151 Jul 20151 Apr 20151 Jan 2015

SPCE share price and NAV/share, 2015, USD

share price

SPICE PRIVATE EQUITY ANNUAL REPORT 2015 3

CONTENTS

4 Chairman’sStatement

6 ManagementReport

Review of 2015 and outlook

Ten largest underlying

investments

Current investments and

commitments

Detailed supplementary

information

27 FinancialStatements(IFRS)–

SpicePrivateEquityLtd

55 CorporateGovernance

65 CompensationReport

69 FinancialStatements(Swiss

law)–SpicePrivateEquityLtd

76 AddressesandContacts

COMPANY PROFILE

Spice Private Equity Ltd is a Swiss investment company with

an exclusive focus on private equity investments in emerging

markets. Spice Private Equity Ltd has over a decade of oper-

ating history and is managed by GP Advisors part of the GP

Investments Group. The company is listed on the SIX Swiss

Exchange under the ticker symbol SPCE.

KEY INFORMATION AS OF 31 DECEMBER 2015

Closing price per share USD 24.60

Net Asset Value per share USD 39.1 1

Exchange rate USD/CHF 0.99250

Number of shares issued 5 363 717

Number of shares outstanding 5 357 322

Market capitalization USD 131.9 million

Swiss security number 915.331

ISIN CH0009153310

Ticker symbol SPCE

Reuters SPCE.BN

Bloomberg SPCE:SW

www.spice-private-equity.com

NAME CHANGE

The Extraordinary General Meeting (EGM) on 26 February

2015 approved a name change from APEN Ltd to Spice Private

Equity Ltd. Subsequently the name of APEN Bermuda EM

Ltd was changed to Spice Private Equity (Bermuda) Ltd.

Throughout this report the new names are used.

ROUNDING

Numbers presented throughout this report may not add

up precisely to the totals provided in the tables and text.

Percentages and percent changes are calculated based on

figures that are not rounded and may not precisely reflect

the percentages and percent changes that would be derived

based on rounded figures displayed in the tables and text.

4 ANNUAL REPORT 2015 CHAIRMAN’S STATEMENT

CHAIRMAN’S STATEMENT

“ 2015 WAS THE FIRST YEAR IN WHICH

SPICE PRIVATE EQUITY’S INVESTMENTS

WERE EXCLUSIVELY CONCENTRATED

ON EMERGING MARKETS.”EDUARDO LEEMANN

Antonio Bonchristiano

David Pinkerton

David Emery

Fersen Lambranho

Board of Directors, from left to right: Antonio Bonchristiano, Vice Chairman – David Emery, Member

Eduardo Leemann, Chairman of the Board – David Pinkerton, Member – Fersen Lambranho, Member (elected by EGM

on 26 February 2015, replaces Alvaro Lopes)

CHAIRMAN’S STATEMENT ANNUAL REPORT 2015 5

Eduardo Leemann

Dear Shareholders,

2015 was the first year in which the Com-

pany’s private equity investments were

exclusively concentrated on emerging

markets. With the disposal of the legacy

holdings at the end of 2014, the Company

started the year debt-free and with the

majority of assets available for invest-

ments. The focus for the year was to allo-

cate capital according to the announced

investment strategy.

In light of the high market volatility

which characterized the emerging mar-

kets throughout the year, it was decided

to follow a prudent approach, concen-

trating on high-quality opportunities

with established local partners. During

the reporting period, seven transac-

tions have been closed and USD 60.5

million have been allocated. Including

open commitments, the Company has

allocated 41.5 % of the available capi-

tal, leaving plenty of room for further

investment opportunities. Investment

performance, enhanced by the first exit

of a co-investment and by secondary

fund purchases at discounts, is positive:

the overall Net Asset Value (“NAV”)

has increased by 2.9 % which compares

positively with a

strongly negative

(–14.9 %) MSCI EM

index.

2015 has been

characterized by

strong volatility in

the currency mar-

kets: it started with

the announcement

of the Swiss Natio-

nal Bank in the

middle of January

to stop linking the

CHF with the EUR. In the course of the

year – and particularly in the second

half – emerging-market currencies

started losing value compared to the

USD. This has impacted the value of

the investments, but only to a limited

extent, however, since the majority of

assets are held in USD or have a strong

USD link.

Various measures have been implemented

to increase the Company’s appeal to

shareholders. At the beginning of the

year, Spice Private Equity started report-

ing in USD instead of CHF, eliminating a

layer of currency translation and poten-

tial currency volatility in the reported

NAV. The next step was to switch the list-

ing of the shares to USD as well (on 20

May 2015). A new corporate identity was

introduced in the first half of the year,

starting with a new name to position the

Company more clearly. This has permit-

ted a full overhaul on the communica-

tion side: a transparent, dynamic and

easy-to-navigate website, supported

by redesigned, appealing material. The

frequency of information availability has

also been increased with the issuance

of handy monthly fact sheets starting at

the end of September.

Despite a step up in the investor relations

effort and professional market-making

support from leading European broker

Kepler Cheuvreux, the share price still

trades at too wide a discount to NAV.

While in the first half of the year the

discount did narrow, in the second half,

possibly also due to the general sell-off

of emerging-market investments, it be-

gan to widen again. The current discount

level is clearly unsatisfactory, and the

Board of Directors, giving increasing pri-

ority to the topic, is currently intensively

assessing options to address it.

Since the resignation of Alvaro Lopez and

his replacement by Fersen Lambranho

(both representing GP Investments) on

26 February 2015, the Board of Directors

has remained unchanged. The current

members of the Board of Directors will

stand for re-election at the 2016 Share-

holders’ Meeting.

The market environment continues to be

characterized by high volatility, and we

expect this to last throughout 2016. In

such market conditions, it is important

to maintain a disciplined investment ap-

proach: market dislocations will bring

additional, high-quality assets to the

market. With a strong balance sheet,

Spice Private Equity is very well posi-

tioned to take advantage of such attrac-

tive future investment opportunities.

Eduardo Leemann

Chairman of the Board

6 ANNUAL REPORT 2015 MANAGEMENT REPORT

MANAGEMENT REPORT

Management of GP Advisors: David Salim, Chief Executive Officer and Dr. Guido Cornella, Chief Financial Officer

THE GROSS PORTFOLIO RETURN OF 35.5 %

FOR THE YEAR RESULTED IN A TVPI OF 1.23X

AND AN IRR OF 37.5 % SINCE INCEPTION.

David Salim Guido Cornella

MANAGEMENT REPORT ANNUAL REPORT 2015 7

DURING THE YEAR, SPICE PRIVATE

EQUITY LTD (THE “COMPANY”)

PERFORMED WELL ABOVE EXPEC-

TATIONS FOR A COMPANY AT ITS

CURRENT STAGE IN THE INVEST-

MENT CYCLE. THE COMPANY’S NET

ASSET VALUE (“NAV”) INCREASED

BY USD 1.09 PER SHARE OR 2.9 %

DURING THE PERIOD, REACHING

USD 39.11 PER SHARE AS OF 31 DE-

CEMBER 2015 (31 DECEMBER 2014:

USD 38.02 PER SHARE).

The driving factor for the NAV increase

was the good performance of the invest-

ment portfolio, which more than offset

the expenses incurred during the year.

The economic NAV as of 31 December

2015 grew as well and amounted to USD

42.05 per share. The difference between

the published NAV per share (USD 39.11)

and the economic NAV per share relates

to the accounting treatment of the “de-

rivative financial liability” stemming from

the put-call agreement in CHF (to expire

on 12 June 2018) between the Company

and Fortress entities. In line with IFRS

accounting, the Company presents the

put option as a liability, resulting in a

charge of USD 2.94 per share for 31 De-

cember 2015 (December 2014: USD 2.94

per share).

The significant gain on the investment

portfolio for the year of USD 12.0 million

on starting and ending fair values of USD

16.8 million and USD 65.8 million respec-

tively, was accomplished mainly through

the initial uplift on several secondary

REVIEW OF 2015 AND OUTLOOK

0

10

20

30

40

50

60

70

Fair Value ofInvestment Portfolio

as of 31 Dec 2015

GrossPortfolioReturn

Salesproceeds &distributions

Purchases &capitalcalls

Fair Value ofInvestment Portfolio

as of 1 Jan 2015

16.8

47.7 10.6

FAIR VALUE BRIDGE, YTD

USD; in million

12.0 65.8

0

10

20

30

40

50

60

Total value*Paid-in* Total value*Paid-in*

2014 Vintage

18.3%

1.24x 1.23x

81.2%

2015 Vintage

IRR AND TVPI, BY VINTAGE

TVPI = Total Value to Paid InThe ratio of the current value of remaining investments within a fund, plus the total value of all distributions to date, relative to the total amount of capital paid into the fund to date.

* as of 31 Dec 2015

18.2

44.154.0

22.4

IRR TVPI

USD; in million

ANNUAL REPORT 2015 MANAGEMENT REPORT8

Asia-Pacific 56.4 %

Other regions 0.3%

Sub-Saharan Africa 8.0%

Latin America 35.4%

DIVERSIFICATION BY REGION

Expressed as % of invested assets in underlying companies applying fair values

purchases at significant discounts, and

the gain on the exited Giant Interactive

direct co-investment.

Of the total investment program of USD

220 million, USD 91.4 million or 41.5 %

has been allocated so far. Total Spice

Private Equity exposure as of 31 Decem-

ber 2015 stands at USD 83.8 million, cor-

responding to 36.9 % of total assets.

At year-end, the Company was debt-free.

In 2015, the Company’s share price in-

creased by 8.1 % from USD 22.75 and

ended the year at USD 24.60. As of 31

December 2015, the shares traded at a

discount of 37.1 % to the NAV (31 Decem-

ber 2014: 40.2 %).

MARKETS

Spice Private Equity is active at two

levels in the private equity investment

space: it invests directly in companies, as

well as investing indirectly through fund

managers. The latter approach is a com-

bination of primary investments in blind

pools and of secondary purchases of in-

vestors’ commitments in existing private

equity funds. Secondary purchases are

generally made in mature private equity

funds, i.e. funds which have invested 50 %

to 100 % of their callable capital.

While the overall investment focus is on

emerging markets, Spice Private Equity

concentrates its efforts on three main re-

gions: Asia-Pacific, Sub-Saharan Africa

and Latin America. The fundamental

theme is to benefit from the growth

of the middle class in those regions by

investing mainly in manufacturing and

services companies, as well as compa-

nies which are important for the devel-

opment of the region.

During 2015, emerging markets in gen-

eral were confronted with headwinds

mainly due to increased volatility and a

slow-down in the growth of the Chinese

economy and other regional or coun-

try-specific issues, such as the contin-

ued recession and political tensions in

Brazil.

Combined with the increased attrac-

tiveness of the US economy and uncer-

tainty over the United States’ central

bank’s monetary policy, this situation

has provoked a shift of capital flows out

of emerging markets. This creates a sit-

uation with great potential for unique

investments by deploying capital with

a disciplined approach. Together with

established local partners, Spice Private

Equity was involved in a substantial

number of potential investment process-

es across the three main regions, closing

several investments and committing to

certain funds accordingly to the Com-

pany’s portfolio allocation strategy. Fur-

thermore, Spice Private Equity has an

extensive pipeline with many situations

at advanced stages, benefiting from the

current market situation.

ASSETALLOCATION

The investment portfolio is in a build-up

phase. The total investable capital is ap-

proximately USD 220 million, although

part of this amount will be received from

Strategic Partners over three additional

installments by the end of 2017. In order

to accelerate the investment pace – and

should attractive investment opportuni-

ties materialize – we have negotiated a

USD 75 million revolving credit facility

with a lender. The credit line is not to

be seen as a leverage of the portfolio,

but as an anticipation of future, prede-

termined cash flows.

The overall goal is to fully allocate the

available USD 220 million between the

end of 2016 and the end of 2017. Once

fully allocated, the portfolio compo-

sition will be diversified from a geo-

graphic standpoint as well as based on

the type of investments. Alongside the

targeted geographic focus, actual allo-

cation is expected to be concentrated

on Asia-Pacific, Sub-Saharan Africa and

Latin America. Opportunistic invest-

ments in other emerging-market regions

remain possible. The bulk of investments

will be either direct in nature (co-invest-

ments) or in funds at an advanced stage

(secondary opportunities). Primary in-

USD 76.1 %

Others 1.1 %

IDR 2.1 %

CHF 0.1 %

BRL 8.9 %

INR 11.8 %

DIVERSIFICATION BY CURRENCY

Expressed as % of total assets


Industrial 20.6 %

Medical& Health 22.3 %

Services 21.9 %

Consumer 8.4 %

Technology 2.4 %

Others 6.2 %

Energy 7.7 %

Leisure 10.6 %

DIVERSIFICATION BY SECTOR


Growth 77.9 %

Buyout 22.1 %

DIVERSIFICATION BY STAGE


vestments will represent a smaller por-

tion with a strategic angle, enhancing

further investment opportunities.

Except for Primary Investments, in-

vestment opportunities are the result

of an iterative process combining bot-

tom-up and top-down approaches. We

are seeking to develop a portfolio with

good diversification from a geographic

standpoint; however, if during the com-

ing years, investment opportunities in

a certain region are not sufficiently at-

tractive and do not meet our risk/return

criteria, we will adjust our geographic

and type allocation to reflect prevailing

market conditions.

PORTFOLIO

In the first full year of capital deploy-

ment following the divestment of the

Legacy Portfolio in December 2014,

the portfolio has continued developing

across both co-investments and funds

during 2015.

Regarding the co-investments, new in-

vestments during 2015 were Africa Oil

Corporation (upstream oil exploration in

East Africa with Helios Investment Part-

ners), Altico Capital (non-bank finance

company in India with Clearwater Capital

Partners) and Rede D’Or (private hospital

chain in Brazil with The Carlyle Group).

In the meantime, Giant Interactive, the

co-investment made in 2014, has been

exited as Baring Asia, the sponsor, took

advantage of a window of opportunity to

divest this asset ahead of schedule, given

the volatility in the Chinese market.

Regarding secondaries, three transac-

tions were completed during 2015. The

first transaction was the acquisition of an

interest in DLJ South America Partners;

the second transaction was the portfo-

lio acquisition of interests in GP Capital

Partners IV, Magma Fund and Magma

Fund II, all managed by GP Investments;

and the third was the portfolio acqui-

sition of interests in Jacob Ballas India

Fund III, Tara India Fund III, GP Capital

Partners IV and GP Capital Partners V.

Meanwhile, the position in Quvat Capital

Partners II, purchased in 2014, continues

to mature as the sponsor positions the

underlying investee companies towards

an exit.

For the primary portfolio, a commit-

ment to Northstar Equity Partners IV

was made in 2015. The Asia primary in-

vestments are developing well and now

consist of Baring Asia Fund VI (two in-

vestments), Navis Asia Fund VII (five in-

vestments) and Northstar Equity Part-

ners IV (four investments). The Africa

primary investments of Helios Fund III

(three investments) and Carlyle Sub-

Saharan Africa Fund (four investments)

continue to progress steadily in some-

what volatile market conditions.

FINANCIALS

From an IFRS perspective, Spice Private

Equity generated income of USD 7.7

million (2014: USD 1.3 million (restated))

and expenses of USD 3.1 million (2014:

USD 2.9 million (restated)), resulting in

a net operating profit of USD 4.6 million

(2014: loss of USD 1.6 million (restated))

for the period. Charges for discontinued

operations of USD –1.3 million (2014:

USD 4.4 million (restated)) and currency

translation differences of USD nil million

(2014: USD 0.5 million (restated)) re-

sulted in a net profit of USD 5.9 million

(2014: loss of USD 5.5 million (restated))

for the period.

From a fully consolidated perspective,

the total expenses for the year of USD

8.7 million are split into USD 8.0 million in

operating expenses and USD 0.7 million

in financing expenses. USD 5.6 million of

the operating expenses were incurred at

the Bermuda subsidiary holding all pri-

vate equity investments, while USD 2.4

million of the operating expenses were

incurred at the holding company level.

The above reported income and result-

ing net profit figures include the change

in fair value of the unconsolidated sub-

sidiary (Spice Private Equity (Bermuda)

Ltd). The emerging-market investments

within this subsidiary performed well,

with a gross portfolio return of USD 12.0

million versus average invested capital

ANNUAL REPORT 2015 MANAGEMENT REPORT10

for the year of USD 33.7 million, resulting

in a gross portfolio return of 35.5 % for

the year, and contributing to an overall

TVPI of 1.23x and an IRR of 37.5 % since

inception. After accounting for all oper-

ating costs at subsidiary level and the

holding company of USD 8.1 million, a

net portfolio return of USD 3.9 million

or 11.6 % on average invested capital for

the year resulted.

After the receipt of the first deferred

payment of USD 37.4 million at the end

of September 2015 stemming from the

sale of the “Legacy Portfolio”, cash held

across the subsidiary and the holding

entity stood at USD 49.6 million as of

31 December 2015, and unfunded com-

mitments amounted to USD 29.2 million.

The previously mentioned revolving

credit facility of USD 75 million is in place

to potentially accelerate the investment

pace but not to create leverage. The

liquidity situation remains solid. Capital

calls and new investments of USD 47.7

million (at cost), paid during the year,

outweighed distributions for the same

period, which stood at USD 10.6 million.

Outstanding receivables deriving from

the sale of the “Legacy Portfolio” total-

ing USD 112.1 million (gross of discount)

will be received over the next two years

in three equal installments, increasing

the Company’s cash predictability.

OUTLOOK

The uncertain short term outlook in the

emerging markets in the initial months

of 2016 reflects several factors, includ-

ing lower commodity prices and tighter

external financial conditions, structural

bottlenecks, rebalancing in China and

the economic impact of geopolitical

factors. The medium to long-term out-

look for emerging-market economies

remains attractive given the secular

growth prospects.

Given the composition of our current

portfolio, we expect to see some limit-

ed liquidity from our mature secondary

positions in Asia. From the co-invest-

ment portfolio, we do not expect major

liquidity events or divestments in the

short term.

Direct Co-Investments 30.0%

Fund Investments 70.0%

Directs 30.0% Secondaries 63.5%

Primaries 6.5%

DIVERSIFICATION BY STRATEGY 3)DIVERSIFICATION BY MATURITY 2)

0%

20%

40%

60%

80%

100%

4–5 years3–4 years2–3 years1–2 years0–1 year

2) Defined by timing of investment by Spice Private Equity 3) Expressed as % of assets in investment structure


THE LARGE MAJORITY OF INVESTMENTS ARE

A BALANCED MIX OF DIRECT CO-INVESTMENTS

AND SECONDARY FUND INVESTMENTS.

TEN LARGEST UNDERLYING INVESTMENTS

Rank Companyname Fund/leadinvestorname Stage Country Region Sector1) Dateofinitial

investment

1 Rede D’Or The Carlyle Group Growth Brazil Latin America Medical & Health Oct 2015

2 Altico Capital Clearwater Capital Partners Buyout India Asia-Pacific Services Sep 2015

3 Africa Oil Corporation 2) Helios Investors Growth Kenya Sub-Saharan Africa Energy Jun 2015

4 Magnesita 2) GP Capital Partners IV, Magma Fund I & II

Growth Brazil Latin America Industrial Apr 2015

5 SRL NYLIM Jacob Ballas III Growth India Asia-Pacific Medical & Health Sep 2015

6 BHG GP Capital Partners IV Growth Brazil Latin America Leisure Apr 2015

7 Religare NYLIM Jacob Ballas III Growth India Asia-Pacific Services Sep 2015

8 Blitz Megaplex Quvat Capital Partners II Growth Indonesia Asia-Pacific Leisure Mar 2014

9 Centauro GP Capital Partners V Buyout Brazil Latin America Consumer Sep 2015

10 Linq Asia Capital Quvat Capital Partners II Growth Indonesia Asia-Pacific Various Mar 2014

1) EVCA definition 2) Listed

Aggregated fair value of ten largest underlying investments USD 41.9 million– as % of total investments 63.7 %– as % of total assets 18.5 %


CURRENT INVESTMENTS AND COMMITMENTS

Nairobi, Kenya

13MANAGEMENT REPORT ANNUAL REPORT 2015

ALTICOCAPITAL

Spice Private Equity has entered into a co-investment with

Clearwater Capital Partners (“Clearwater”) in Altico Capital

India Private Limited (“Altico Capital”), a Non Bank Finance

Company (“NBFC”) based in Mumbai India. Total Spice Private

Equity commitment to Altico Capital is USD 10.0 million.

Altico Capital is a direct co-investment in an Indian Non Bank

Finance Company (“NBFC”) originally established and man-

aged by Clearwater. Other co-investors include Värde Part-

ners, the Minneapolis based multi-billion dollar global alterna-

tive investment firm, and the Abu Dhabi Investment Council.

NBFCs have taken an increasing role in filling the credit void

created by the traditional Indian banks in the financing land-

scape. Altico Capital was established to capitalize on direct

lending opportunities in India, with the focus on making senior secured loans in the real estate sector whilst retaining the

flexibility to invest across multiple strategies.

Founded in 2001, Clearwater Capital Partners invests in credit and special situations across Asia. Since inception, Clearwater

has invested more than USD 4 billion in the Asia region and currently manages approximately USD 1.5 billion of assets across

six funds. Clearwater Capital Partners is headquartered in Hong Kong and has a multi-disciplinary team across six offices

located throughout Asia.

Mumbai, India

DIRECTCO-INVESTMENTS

AFRICAOILCORPORATION

Spice Private Equity has co-invested with Helios Investment

Partners (“Helios”) to acquire a significant minority stake in

Africa Oil Corporation (“AOC”), an upstream E & P company in

East Africa. Total Spice Private Equity contribution was USD

5.0 million.

AOC is a pioneering East African focused oil company with a

footprint covering seven oil blocks across Kenya and Ethiopia,

core target regions of Spice Private Equity investment strategy.

AOC has a dual listing in the Toronto and Nasdaq Stockholm

stock exchanges.

All involved partners have long standing track records in the region and in the industry. Helios is one of the most reputable private

equity managers in Africa and has extensive experience with energy and particularly oil related transactions in the region.

AOC’s management team is highly experienced and is backed by the Lundin Group, a successful investor in the sector and in the

region. AOC’s operating partner is Tullow, a leading E & P group with worldwide operations and long standing presence in Africa.

By investing through a structured transaction at an attractive part of the economic cycle, characterized by historically low oil

prices, Spice Private Equity is entering a key industry for the region’s development.

www.africaoilcorp.com

Nairobi, Kenya


WITH OUR NETWORK AND OUR EXPERTISE

WE BRING TOGETHER THE CAPITAL NEEDS IN

EMERGING MARKETS AND THE CAPITAL

RESOURCES OF OUR GLOBAL INVESTORS.

REDED’ORSÃOLUIZ

Spice Private Equity has co-invested with The Carlyle Group to

acquire a minority stake in Rede D’Or São Luiz (“Rede D’Or”),

the largest private hospital operator in Brazil. Spice Private

Equity’s total commitment in this investment was USD 11.0

million.

Rede D’Or São Luiz (“Rede D’Or”) is a direct co-investment

in the largest private hospital operator in Brazil. Rede D’Or

has more than 4,600 beds in 28 owned and two managed

hospitals, in addition to 30 oncology clinics, with a presence

in various regions throughout Brazil.

The company is uniquely positioned to expand and strengthen

its platform as a leading company in the Brazilian healthcare

market. This investment represents a defensive play in a domestic sector with strong growth potential and good fundamentals.

The co-investment opportunity is led by The Carlyle Group.

The investment in Rede D’Or gives Spice Private Equity access to one of the dominant participants in an attractive, growing

market.

São Paulo, Brazil


GLOBALEMPORTFOLIOI

Spice Private Equity has completed a secondary transaction,

acquiring LP interests in NYLIM Jacob Ballas India Fund III,

LLC, Tara India Fund III, LLC, GP Capital Partners IV, L.P., and

GP Capital Partners V, L.P. The total private equity exposure

acquired is USD 21.0 million.

NYLIM Jacob Ballas India Fund III, LLC, (“Fund III”) is a 2008

vintage fund with USD 439 million total commitments and

managed by NYLIM Jacob Ballas Asset Management Com-

pany III, LLC (“AMC”), a Mauritius company.

Tara India Fund III, LLC is a 2008 vintage fund with USD 225

million total commitments and managed by IL & FS Investment

Managers Limited (“IIML”), the private equity arm of IL & FS.

GP Capital Partners IV is a 2007 vintage partnership with total commitments of approximately USD 1.27 billion and managed

by GP Investments, Ltd. GP Capital Partners V is a 2008 vintage partnership with total commitments of approximately USD 1.05

billion and managed by GP Investments, Ltd. This secondary transaction represented a further step in the implementation of

Spice Private Equity’s overall emerging markets strategy adding established GPs to the portfolio and increasing the allocation

to secondary transactions in Asia and Latin America.

FUNDINVESTMENTS

SECONDARY FUND INVESTMENTS

DLJSOUTHAMERICAPARTNERS

Spice Private Equity acquired through a secondary transaction

an LP stake in DLJ South America Partners, a private equity

fund managed by Victoria Capital Partners.

Victoria Capital Partners was formed in 2006 through the spin-

off of DLJ South America Partners from Credit Suisse and has

capital commitments of over USD 1.7 billion in aggregate. Victoria

Capital Partners is currently comprised of 14 investment profes-

sionals in three regional offices in South America: Buenos Aires

(Argentina), São Paulo (Brazil) and Bogotá (Colombia).

DLJ South America Partners is a 2007 vintage fund with total commitments of approximately USD 300 million. The fund has

been highly successful and still holds a quality portfolio which should create further substantial upside. The four portfolio

companies operate in the financial services, healthcare and consumer industries.

The investment represented a further step in the implementation of Spice Private Equity’s overall emerging markets strategy and

is the first investment in Latin America since the strategic repositioning of the Company. The opportunity has been proprietarily

sourced.

www.victoriacp.com

São Paulo, Brasil

New Delhi, India


LATAMPORTFOLIO1

Through a secondary transaction bidding process, Spice

Private Equity acquired from a third party, LP stakes in GP

Capital Partners IV, Magma Fund and Magma Fund II, a portfo-

lio of private equity investments managed by GP Investments.

GP Capital Partners IV is a 2007 vintage fund with total com-

mitments of approximately USD 1.27 billion. The fund still

holds three investments with substantial upside potential. The

three portfolio companies operate in the refractory mining

and products, hospitality and business services sectors. Magma

Fund and Magma Fund II are two funds set-up for the invest-

ment in a refractory mining and products company in Brazil

(also present in GP Capital Partners IV).

GP Investments is a Latin American diversified asset management company with private equity investments focused on the

acquisition of companies with high potential for value creation (total USD 3.5 billion invested in PE since 1993). GP Invest-

ments is also the largest shareholder in Spice Private Equity and the parent company of GP Advisors, Spice Private Equity’s

investment manager.

The investment represents a further step in the implementation of Spice Private Equity’s overall emerging markets strategy

adding an established GP to the portfolio and increasing the proportion of Latin American secondary transactions.

QUVATCAPITALPARTNERII

Through a secondary transaction, Spice Private Equity ac-

quired a LP stake in Quvat Capital Partners II, a private equity

fund managed by Quvat, a leading Indonesian private equity

fund manager with a deep local network.

The fund is a 2007 vintage with more than USD 200 million of

capital commitment. The twelve portfolio companies operate

in a broad array of industries including financial services, enter-

tainment, mining, logistics and real estate. The assets are

mostly based in Indonesia with some exposure to neighboring

countries such as Singapore and Malaysia.

The investment represented an opportunity to purchase a

mature fund position at an attractive price. It provides expo-

sure to a diversified portfolio of companies in Indonesia, which is one of the largest countries in the world in terms of population

and GDP and one with the highest GDP growth expectations. Quvat Capital Partner II is fully invested and out of its investment

period.

www.quvat.com

São Paulo, Brasil

Jakarta, Indonesia


FUNDINVESTMENTS

PRIMARY FUND INVESTMENTS

BARINGASIAFUNDVI

Baring Asia is a highly experienced pan-Asia private equity

manager, having raised and invested USD 5 billion across five

funds. Baring Asia Fund VI had raised close to its hard cap of

USD 3.85 billion.

Established in 1997, Baring Asia has depth of presence in the

region with seven offices and over 100 professionals in its

team. Baring Asia seeks to make both control and significant

minority investments in high-growth companies on a country

and pan-regional basis. Asia has favorable macro-economic

and demographic trends, as well as the increase in the pur-

chasing power of the growing middle class. The manager seeks to take advantage of these favorable tailwinds by leveraging

its cross-border network and the collective knowledge of its team to facilitate the growth of its portfolio companies.

These themes resonate and are consistent with Spice Private Equity’s investment thesis of tapping into the growth of the

middle class. Baring Asia’s coverage and fund size dovetails well with Navis Fund VII, which is primarily focused on Southeast

Asia. Furthermore, Spice Private Equity has already completed one co-investment with Baring Asia in Giant Interactive. As of

31 December 2015 Baring Asia Fund VI has made two investments.

www.bpeasia.com

Hong Kong, China

CARLYLESUB-SAHARANAFRICAFUND

Carlyle has established an experienced team comprised of

African nationals with many years of combined experience; it

has offices in Johannesburg, South Africa and Lagos, Nigeria.

The fund has closed at approximately USD 690 million.

Carlyle targets both control investments and minority invest-

ments and employs a thematic investment process focused

on sectors with high growth potential, low cost production

advantages, low penetration, and those that are undergoing

liberalization. The fund has a pan-regional focus and should

deploy capital across the Sub-Saharan Africa region (“SSA”).

The investment fits Spice Private Equity in terms of diversifi-

cation and size. SSA presents a highly compelling market

opportunity based on its accelerating and diversified economic growth, favorable demographics, urbanization trends, improving

macroeconomic environment and political stability.

Additionally, the private equity industry is still underpenetrated with total deals in 2013 representing only 0.2 % of GDP

according to EMPEA. SSA attracts a fraction of the world’s private equity capital compared with other emerging regions. As of

31 December 2015, Carlyle Sub-Saharan Africa Fund holds four investments.

www.carlyle.com

Johannesburg, South Africa


HELIOSFUNDIII

Helios Investment Partners (“Helios”) is one of the leading

private equity managers in Africa. The team has raised its

third fund of approximately USD 1.1 billion, which is the first

Africa-focused private equity fund with more than one billion

dollars in capital.

Established in 2004, the firm has offices in London, Lagos, and

Nairobi, and a team of over 25 professionals. It has completed

investments in the region’s most significant countries, includ-

ing Nigeria, Ghana, Kenya, Tanzania, Angola, South Africa and

Morocco. Helios is complementary to Spice Private Equity’s

commitment to Carlyle Sub-Saharan Africa Fund. The fund will

target growth equity investments in sectors exhibiting high

growth potential and acquisitions of large, established busi-

nesses. The manager has deep local and international networks, a breadth of private equity transaction expertise, and a high

degree of hands-on operational involvement. This positions Helios to generate strong, risk-adjusted returns from investments

in the African market. As of 31 December 2015, Helios has made three investment through Fund III.

www.heliosinvestment.com

Nairobi, Kenya

NAVISASIAFUNDVII

Navis is one of the leading private equity managers in South-

east Asia with a large and institutional team. Founded in 1998,

Navis manages over USD 5 billion of capital commitments

with almost 100 employees spread over eight offices in Asia.

Navis Asia Fund VII has closed at approximately USD 1.4 bil-

lion. Navis has an investment strategy focused on control

buyouts with minimal leverage in high growth companies in

a region dominated by minority growth capital investments.

Its geographic focus is primarily on South and Southeast Asia,

which has one of the most attractive macroeconomic growth

and demographic trends going forward.

The investment in Navis fits well with Spice Private Equity’s portfolio strategy in terms of geography, industry diversification

and size. It represents a good complementary fit to the commitment in Baring Asia VI in both geographic coverage and

investment size. As of 31 December 2015, Navis Asia Fund VII has made five investments.

www.naviscapital.net

Kuala Lumpur, Malaysia


NORTHSTAREQUITYPARTNERSIV

The Northstar Group (“Northstar”) is a Singapore headquar-

tered private equity firm managing more than USD 2.1 billion

in committed equity capital dedicated to investing in growth

companies in Indonesia and to a lesser extent, other countries

in Southeast Asia.

Since its founding in 2003, Northstar has raised five private

equity funds and invested in more than 30 companies across

the banking, insurance, consumer/retail, oil and gas, coal and

mining services, telecom, and agribusiness sectors. Northstar’s

newest fund, Northstar Equity Partners IV Limited (“Northstar

IV”) has recently closed with USD 810 million of committed

equity capital.

The investment fits Spice Private Equity’s portfolio strategy in terms of geography, industry diversification and size. Indonesia

presents a highly compelling market opportunity based on the accelerating and diversified economic growth, favorable

demographics, improving macroeconomic environment and political stability. Northstar IV represents a complementary fit to

the existing Asian primary commitments in Baring Asia VI and Navis Asia VII in both geographic coverage and investment size.

As of 31 December 2015 Northstar IV has made four investments in Indonesia.

Jakarta, Indonesia


IN LIGHT OF THE HIGH MARKET VOLATILITY OF

EMERGING MARKETS DURING 2015 SPICE PRIVATE

EQUITY FOLLOWED A PRUDENT INVESTMENT

APPROACH, CONCENTRATING ON HIGH-QUALITY

OPPORTUNITIES WITH ESTABLISHED

LOCAL PARTNERS.


As of 1 January 2014, Spice Private Equity Ltd (formerly APEN

Ltd, Zug) (“the Company”) adopted the amendments to IFRS

10 Investment Entities (“the Amendment”). The adoption re-

quired the Company to fundamentally revise the presentation

of its financial statements. Despite the fact that the Company

has not changed its underlying business model, investment

portfolio and financing arrangements, the Company was re-

quired by IFRS to discontinue consolidation of its subsidiaries.

From 1 January 2014, the Company carries its immediate sub-

sidiaries at fair value through profit or loss.

As a consequence, the Company’s investment portfolio and

associated financial liabilities as well as related income and

expense items are merged into a single line item in the bal-

ance sheet (“unconsolidated subsidiaries at fair value through

profit or loss”) and Statement of Comprehensive Income (“net

change in fair value of unconsolidated subsidiaries”). More

granular information about the Company’s investments and

financial liabilities held, as well as related income and expense

items incurred in its subsidiaries are no longer visible in the

Company’s primary financial statements.

The Company has included detailed financial information re-

lated to its underlying investments, associated financial liabil-

ities, income and expense items and cash flows in this Supple-

mentary Information section.

The additional information provided differentiates between

the Company’s “Emerging Markets Portfolio” (including in-

vestments made in 2014, based on the Company’s revised

investment strategy) and the holding structure where appli-

cable.

The “Holding Structure” as defined here encompasses the

legal entity Spice Private Equity Ltd.

The “Emerging Markets Portfolio” as defined here encompass-

es the legal entity Spice Private Equity (Bermuda) Ltd and the

entirety of the investment portfolio held by it.

Investment Portfolio Details

The business purpose of the Company is to invest sole-

ly for capital appreciation, investment income or both.

Capital appreciation and investment income is driven by

the Group’s investments in Fund Investments and Direct

Investments held within the “Emerging Markets Portfolio”.

The following table presents a summary of the Company’s

investments through its subsidiary:

31 December 2015

in TUSD

Emerging Markets

Portfolio

Direct Investments 20 001

Funds 45 823

Total Spice Private Equity Group investments 65 824

Cash 11 927

Other assets –

Other liabilities (47)

Total fair value of subsidiary 77 705

31 December 2014 (restated)

in TUSD

Emerging Markets

Portfolio

Direct Investments 7 539

Funds 9 228

Total Spice Private Equity Group investments 16 767

Cash 14 359

Other assets –

Other liabilities (119)

Total Fair Value of subsidiary 31 007

During 2015, USD 60.5 million have been allocated for new

emerging markets investments, of which USD 47.7 million

have been called and USD 12.8 million are outstanding com-

mitments.

Please see the table on pages 24 to 25 which presents the

detailed information in relation to Spice Private Equity’s in-

vestment portfolio.

DETAILED SUPPLEMENTARY INFORMATION ON UNCONSOLIDATED SUBSIDIARIES

AND INVESTMENT PORTFOLIO


Leverage Ratios by Holding Structure, Portfolio

and for the Group

The following reconciliation provides information on the allo-

cation of investments, net cash and borowings of Spice Pri-

vate Equity Group to provide information on leverage. Lever-

age ratio is defined as ratio between borrowings and the sum

of investments and current assets (net).

31 December 2015

in TUSD

Holding

Structure

Emerging

Markets

Portfolio

Spice Private

Equity Group

Investments – 65 824 65 824

Cash 37 718 11 927 49 645

Other assets 492 – 492

Other liabilities 1) (1 835) (47) (1 881)

Net cash 36 376 11 881 48 256

Outstanding commitments – 29 160 29 160

Receivables 111 186 – 111 186

Net cash and receivables 147 562 11 881 159 442

Investments, net cash and receivables 147 562 77 705 225 267

Borrowings – – –

Leverage ratio 0.0 % 0.0 % 0.0 %

1) Excludes financial liability (put option on own equity-instruments

of USD 15.8 million).

31 December 2014 (restated)

in TUSD

Holding

Structure

Emerging

Markets

Portfolio

Spice Private

Equity Group

Investments – 16 767 16 767

Cash 46 651 14 359 61 010

Other assets 239 – 239

Other liabilities 1) (6 176) (119) (6 295)

Net cash 40 714 14 240 54 954

Outstanding commitments – 16 396 16 396

Receivables 147 632 – 147 632

Net cash and receivables 188 346 14 240 202 586

Investments, net cash and receivables 188 346 31 007 219 353

Borrowings – – –

Leverage ratio 0.0 % 0.0 % 0.0 %

1) Excludes financial liability (put option on own equity-instruments of

USD 15.7 million).

Profit and Loss by Holding Structure, Portfolio

and for the Group

The following table summarizes the actual income and ex-

pense items incurred at holding structure, portfolio level and

for the Group.

1 January – 31 December 2015

in TUSD

Holding

Structure

Emerging

Markets

Portfolio

Spice Private

Equity Group

Interest and dividend income 927 25 951

Net realized gain on investments – 2 377 2 377

Net unrealized gain on investments – 9 564 9 564

Total income 927 11 966 12 892

Management and administration fees (103) (5 376) (5 478)

Other operating expenses (2 340) (234) (2 574)

Finance costs (674) – (674)

Total expenses (3 116) (5 610) (8 726)

Profit/(loss) before FX, taxes and discontinued operations (2 189) 6 356 4 166

Net FX impact 58 342 400

Tax expenses – – –

Discontinued operations 1 304 – 1 304

Net profit/(loss) for the period (827) 6 698 5 870

Other comprehensive income

Items to be reclassified to profit/(loss) in subsequent periods:

Currency translation differences – – –

Net other comprehensive income to be reclassified to profit or (loss) in subsequent periods – – –

Other comprehensive income or (loss) for the period – – –

Total comprehensive income or (loss) for the period (827) 6 698 5 870

Net profit/(loss) attributable to shareholders (827) 6 698 5 870

1 January – 31 December 2014 (restated)

in TUSD

Holding

Structure

Emerging

Markets

Portfolio

Spice Private

Equity Group

Net unrealized gain on investments – 2 433 2 433

Total income – 2 433 2 433

Management and administration fees (109) (3 728) (3 838)

Other operating expenses (2 835) (242) (3 076)

Total expenses (2 944) (3 970) (6 914)

Profit/(loss) before FX, taxes and discontinued operations impact (2 944) (1 537) (4 481)



in TUSD

Holding

Structure

Emerging

Markets

Portfolio

Spice Private

Equity Group

Net FX impact 401 2 459 2 860

Tax expenses/(refund) – – –

Discontinued Operations (4 386) – (4 386)

Net profit/(loss) for the period (6 929) 922 (6 007)



Currency translation differences 473 – 473

Net other comprehensive income to be reclassified to profit or (loss) in subsequent periods 473 – 473

Other comprehensive income or (loss) for the period 473 – 473

Total comprehensive income or (loss) for the period (6 456) 922 (5 534)

Net profit/(loss) attributable to shareholders (6 456) 922 (5 534)

Statement of Cash Flows by Holding Structure, Portfolio

and for the Group

The following table provides information on cash flows in-

curred at holding structure, portfolio level and for the Group.


in TUSD

Holding

Structure

Emerging

Markets

Portfolio

Spice Private

Equity Group

Cash flows from operating activities

Purchases and capital calls – (48 991) (48 991)

Proceeds from non-current assets – 11 839 11 839

Interest and dividend received/(paid) – 25 25

Operating costs (6 227) (5 647) (11 874)

Total net cash generated from/(used) in operating activities (6 227) (42 774) (49 001)

Cash flows from investing activities

Investment in unconsolidated subsidiary (40 000) 40 000 –

Proceeds from sale of subsidiary, net of cash transferred 37 372 – 37 372

Total net cash generated from/(used) in investing activities (2 628) 40 000 37 372

Cash flows from financing activities

Treasury share purchase (841) – (841)

Treasury share sale 866 – 866

Finance costs paid (191) – (191)

Total net cash generated from/(used) in financing activities (166) – (166)


in TUSD

Holding

Structure

Emerging

Markets

Portfolio

Spice Private

Equity Group

Foreign exchange effect 87 342 429

Increase/(decrease) in cash and cash equivalents (8 933) (2 432) (11 365)

Cash and cash equivalents as of 1 January 46 651 14 359 61 010

Cash and cash equivalents as of 31 December 37 718 11 927 49 645


in TUSD

Holding

Structure

Emerging

Markets

Portfolio

Spice Private

Equity Group


Purchases and capital calls – (14 128) (14 128)

Proceeds from non-current assets

Dividends received/(paid) 17 520 – 17 520

Operating costs (3 621) (3 839) (7 460)

Total net cash generated from/(used) in operating activities 13 899 (17 967) (4 068)


Investment in unconsolidated subsidiary (13 501) 13 501 –

Proceeds from sale of subsidiary, net of cash transferred 37 372 – 37 372

Total net cash generated from/(used) in investing activities 23 871 13 501 37 372


Repayment of borrowings 55 – 55

Treasury share purchases (447) – (447)

Treasury share sales 249 – 249

Total net cash generated from/(used) in financing activities (142) – (142)

Foreign exchange effect (668) (971) (1 639)

Increase/(decrease) in cash and cash equivalents 36 961 (5 437) 31 523

Cash and cash equivalents as of January 1 9 691 19 796 29 487

Cash and cash equivalents as of 31 December 46 651 14 359 61 010


SPICE PRIVATE EQUITY GROUP PORTFOLIO

IN TUSD

Name of the investment

Opening

balance at cost

1.1.2015

Opening balance

at fair value

1.1.2015

Cumulative

gain/(loss)

1.1.2015

Paid in capital

1.1.2015–31.12.2015

Returned capital

1.1.2015–31.12.2015

Cost

31.12.2015

Fair value

31.12.2015

Cumulative

gain/(loss)

31.12.2015

Unrealized

gain/(loss)

31.12.2015

Realized

gain/(loss)

31.12.2015

Outstanding

commitments

Investment

currency Vintage year

Direct Co-Investments

Africa Oil Corporation – – – 5 043 – 5 043 1) 1) 1) 1) – USD 2015

Altico Capital – – – 6 795 – 6 795 1) 1) 1) 1) 3 250 USD 2015

Giant Interactive 7 615 7 539 (76) – 7 615 – – 1) 1) 1) – USD 2014

Rede D’Or – – – 9 045 – 9 045 1) 1) 1) 1) 1 984 USD 2015

Subtotal Direct Co-Investments 7 615 7 539 (76) 20 883 7 615 20 883 20 001 (882) (882) 2 233 5 234

As % of Total Spice Private Equity Group Investments 30 %

Fund Investments

Global EM Funds Portfolio

Global EM PF I – – – 14 523 255 14 268 24 850 10 581 10 581 90 6 309 USD 2015

Subtotal Global EM Funds Portfolio – – – 14 523 255 14 268 24 850 10 581 10 581 90 6 309


Asia-Pacific Funds Portfolio

Baring Asia VI 19 – (19) 596 – 616 515 (100) (81) – 2 405 USD 2014

Navis Asia Fund VII – – – 1 500 – 1 500 1 267 (233) (233) – 3 538 USD 2014

Northstar Equity Partners IV – – – 1 266 – 1 266 1 084 (182) (182) – 3 791 USD 2015

Quvat Capital Partners II 5 075 7 902 2 827 69 – 5 144 8 760 3 616 788 – 16 USD 2014

Subtotal Asia-Pacific Funds Portfolio 5 094 7 902 2 808 3 431 – 8 525 11 626 3 101 293 – 9 750


Latin American Funds Portfolio

DLJ South America Partners – – – 2 225 58 2 167 2 114 (53) (53) 55 604 USD 2015

LatAm Portfolio I – – – 5 196 – 5 196 5 526 331 331 – – USD 2015

Subtotal Latin American Funds Portfolio – – – 7 421 58 7 362 7 640 277 277 55 604


Sub-Saharan Africa Funds Portfolio

Carlyle Sub-Saharan African Fund 1 800 1 325 (475) 519 365 1 954 1 048 (906) (431) 24 3 181 USD 2014

Helios Investors III 16 – (16) 945 10 951 660 (291) (275) – 4 083 USD 2014

Subtotal Sub-Saharan Africa Funds Portfolio 1 816 1 325 (491) 1 463 375 2 905 1 708 (1 197) (706) 24 7 264


Subtotal Fund Investments 6 911 9 228 2 317 26 838 688 33 061 45 823 12 763 10 446 169 23 927


Total

Total of all Investments 14 526 16 767 2 241 47 721 8 303 53 944 65 824 11 881 9 564 2 402 29 160


1) Not disclosed on an individual basis for Direct Co-Investments


SPICE PRIVATE EQUITY GROUP PORTFOLIO

IN TUSD

Name of the investment

Opening

balance at cost

1.1.2015

Opening balance

at fair value

1.1.2015

Cumulative

gain/(loss)

1.1.2015

Paid in capital

1.1.2015–31.12.2015

Returned capital

1.1.2015–31.12.2015

Cost

31.12.2015

Fair value

31.12.2015

Cumulative

gain/(loss)

31.12.2015

Unrealized

gain/(loss)

31.12.2015

Realized

gain/(loss)

31.12.2015

Outstanding

commitments

Investment

currency Vintage year

Direct Co-Investments

Africa Oil Corporation – – – 5 043 – 5 043 1) 1) 1) 1) – USD 2015

Altico Capital – – – 6 795 – 6 795 1) 1) 1) 1) 3 250 USD 2015

Giant Interactive 7 615 7 539 (76) – 7 615 – – 1) 1) 1) – USD 2014

Rede D’Or – – – 9 045 – 9 045 1) 1) 1) 1) 1 984 USD 2015

Subtotal Direct Co-Investments 7 615 7 539 (76) 20 883 7 615 20 883 20 001 (882) (882) 2 233 5 234


Fund Investments

Global EM Funds Portfolio

Global EM PF I – – – 14 523 255 14 268 24 850 10 581 10 581 90 6 309 USD 2015

Subtotal Global EM Funds Portfolio – – – 14 523 255 14 268 24 850 10 581 10 581 90 6 309


Asia-Pacific Funds Portfolio

Baring Asia VI 19 – (19) 596 – 616 515 (100) (81) – 2 405 USD 2014

Navis Asia Fund VII – – – 1 500 – 1 500 1 267 (233) (233) – 3 538 USD 2014

Northstar Equity Partners IV – – – 1 266 – 1 266 1 084 (182) (182) – 3 791 USD 2015

Quvat Capital Partners II 5 075 7 902 2 827 69 – 5 144 8 760 3 616 788 – 16 USD 2014

Subtotal Asia-Pacific Funds Portfolio 5 094 7 902 2 808 3 431 – 8 525 11 626 3 101 293 – 9 750


Latin American Funds Portfolio

DLJ South America Partners – – – 2 225 58 2 167 2 114 (53) (53) 55 604 USD 2015

LatAm Portfolio I – – – 5 196 – 5 196 5 526 331 331 – – USD 2015

Subtotal Latin American Funds Portfolio – – – 7 421 58 7 362 7 640 277 277 55 604


Sub-Saharan Africa Funds Portfolio

Carlyle Sub-Saharan African Fund 1 800 1 325 (475) 519 365 1 954 1 048 (906) (431) 24 3 181 USD 2014

Helios Investors III 16 – (16) 945 10 951 660 (291) (275) – 4 083 USD 2014

Subtotal Sub-Saharan Africa Funds Portfolio 1 816 1 325 (491) 1 463 375 2 905 1 708 (1 197) (706) 24 7 264


Subtotal Fund Investments 6 911 9 228 2 317 26 838 688 33 061 45 823 12 763 10 446 169 23 927


Total

Total of all Investments 14 526 16 767 2 241 47 721 8 303 53 944 65 824 11 881 9 564 2 402 29 160


1) Not disclosed on an individual basis for Direct Co-Investments

FINANCIAL STATEMENTS (IFRS) – SPICE PRIVATE EQUITY LTD

28 ANNUAL REPORT 2015 FINANCIAL STATEMENTS (IFRS) – SPICE PRIVATE EQUITY LTD

BALANCE SHEET AS OF 31 DECEMBER 2015, 31 DECEMBER 2014 (RESTATED) AND

1 JANUARY 2014 (RESTATED)

IN TUSD

Note 31.12.2015

31.12.2014

(restated)

1.1.2014

(restated)

Assets

Current assets

– Cash and cash equivalents 4.1 37 718 46 651 9 691

– Receivables and prepayments 4.2 37 593 37 323 172

Total current assets 75 311 83 974 9 863

Non-current assets

– Receivables non-current 5.1 74 086 110 548 –

– Loan to subsidiary – – 7 783

– Unconsolidated subsidiaries at fair value through profit or loss 3 77 705 31 007 234 662

Total non-current assets 151 791 141 555 242 445

Total assets 227 102 225 529 252 308

Liabilities and Shareholders’ Equity

Current liabilities

– Payables and accrued charges 6.1 1 552 4 264 843

– Put option liability 6.2 15 755 15 736 17 582

– Provisions 6.3 283 1 912 –

Total current liabilities 17 589 21 913 18 425

Total liabilities 17 589 21 913 18 425

Shareholders’ Equity

– Share capital 7 53 980 53 980 60 311

– Share premium 346 067 346 067 426 353

– Treasury shares (at cost) 8 (157) (182) -

– Retained earnings /(accumulated deficit) (196 721) (190 714) (252 780)

– Net profit /(loss) for the period 5 870 (6 007) –

– Currency translation differences 2.4 473 473 –

Total Shareholders’ Equity 209 512 203 617 233 883

Total liabilities and Shareholders’ Equity 227 102 225 529 252 308

Net Asset Value per share

Number of shares outstanding at reporting date 8 5 357 322 5 355 800 5 363 717

Net Asset Value per share attributable to shareholders 39.11 38.02 43.60

The accompanying notes on pages 32 to 52 form an integral part of these financial statements.

29FINANCIAL STATEMENTS (IFRS) – SPICE PRIVATE EQUITY LTD ANNUAL REPORT 2015

STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2015 AND

1 JANUARY TO 31 DECEMBER 2014 (RESTATED)

IN TUSD

Note

1.1.2015 –

31.12.2015

1.1.2014 –

31.12.2014

(restated)

Income

Interest income 10.2 927 –

Net gain on foreign exchange 58 4 081

Net change in fair value of unconsolidated subsidiary 10.1 6 698 (2 758)

Total income 7 682 1 323

Expenses

Administration fees 15 (103) (109)

Other operating expenses 11 (2 340) (2 835)

Finance costs 12 (674) –

Total expenses (3 116) (2 943)

Income tax expenses 13 – –

Net operating profit/(loss) from continuing operation 4 566 (1 621)

Discontinued Operations 9 1 304 (4 386)

Total net profit/(loss) for the period 5 870 (6 007)

Earnings per share

Weighted average number of shares outstanding during the period 5 355 841 5 360 529

Net profit /(loss) per share (in USD) – basic 14 0.85 (0.30)

Net profit /(loss) per share (in USD) – diluted 0.85 (0.30)



Currency translation differences 2.4 – 473

Other comprehensive income to be reclassified to profit /(loss) in subsequent periods – 473

Other comprehensive income/(loss) for the period – 473

Total comprehensive income/(loss) for the period 5 870 (5 534)



STATEMENT OF CASH FLOWS FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2015 AND

1 JANUARY TO 31 DECEMBER 2014 (RESTATED)

IN TUSD

Note 31.12.2015

31.12.2014

(restated)


Dividends and interest received from unconsolidated subsidiaries 9 – 17 520

Operating costs (6 227) (3 621)

Total net cash generated from /(used) in operating activities (6 227) 13 899


Investment in unconsolidated subsidiaries 3 (40 000) (13 501)

Deferred sale proceeds from sale of the subsidiaries 4.2 37 372 37 372

Total net cash generated from /(used) in investing activities (2 628) 23 871


Repayment of borrowings – 55

Finance cost paid (191) –

Treasury share purchases (841) (447)

Treasury share sales 866 249

Total net cash generated from /(used) in financing activities (166) (142)

Foreign exchange effect on cash and cash equivalents 87 (668)

Increase /(decrease) in cash and cash equivalents (8 933) 36 960

Cash and cash equivalents as of 1 January 46 651 9 691

Cash and cash equivalents as of 31 December 37 718 46 651



STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY AS OF 31 DECEMBER 2015 AND 31 DECEMBER 2014 (RESTATED)

IN TUSD


Share

capital

Share

premium

Less

treasury

shares

(at cost)

Currency

translation

differences

Retained

earnings/

accumulated

deficit Total

Balance as of 1 January 2014 (restated) 60 311 426 353 – – (252 780) 233 883

Net profit/(loss) – – – – (6 007) (6 007)

Currency translation differences – – – 473 – 473

Total comprehensive income – – – 473 (6 007) (5 534)

Reclass reserves to retained earnings – (35 533) – – 35 533 –

Retranslation of equity items into presentation currency (6 331) (44 753) – – 26 533 (24 550)

Purchase and sale of treasury shares – – (182) – – (182)

Total Equity as of 31 December 2014 (restated) 53 980 346 067 (182) 473 (196 721) 203 617

Balance as of 1 January 2015 53 980 346 067 (182) 473 (196 721) 203 617

Net profit/(loss) – – – – 5 870 5 870

Other comprehensive income – – – – – –

Total comprehensive income – – – – 5 870 5 870

Purchase and sale of treasury shares – – 25 – – 25

Total equity changes – – 25 – 5 870 5 895

Total equity as of 31 December 2015 53 980 346 067 (157) 473 (190 851) 209 512



NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 CORPORATE INFORMATION

Spice Private Equity Ltd (formerly APEN Ltd, Zug) (“the

Company”) is a Swiss stock corporation established under

the relevant provisions of the Swiss Code of Obligations

and domiciled in Zug. The Company’s shares are listed

on the SIX Swiss Exchange. The address of the registered

office of the Company is Industriestrasse 13c, 6302 Zug,

Switzerland.

Spice Private Equity (Bermuda) Ltd (“the Subsidiary”) is an

unconsolidated subsidiary and carried at fair value through

profit or loss in these financial statements. The Company’s

structure as of 31 December 2015 is displayed below.

On 31 December 2014, Spice Private Equity Ltd sold its pre-

vious operating segment “Legacy Portfolio” in a single, coor-

dinated transaction which included its investments in former

unconsolidated subsidiaries APEN Holdings LLC and APEN

Faith Media Holdings LLC as well as the respective subsidiar-

ies of APEN Holdings LLC (APEN Bermuda Legacy Ltd (for-

merly APEN Bermuda Ltd), APEN Holdings (Bermuda) Ltd

and APEN FMH LLC).

After the disposal of the “Legacy Portfolio” the Company’s

only remaining subsidiary is Spice Private Equity (Bermuda)

Ltd (formerly APEN Bermuda EM Ltd).

GP INVESTMENTS

(SHAREHOLDER)

NEWBURY PARTNERS

(SHAREHOLDER)

SPICE PRIVATE EQUITY LTD,

ZUG*

SPICE PRIVATE EQUITY

(BERMUDA) LTD**

GP ADVISORS LTD,

ZURICH

GP ADVISORS

(BERMUDA) LTD

BoD***

IC****

100 %

100 % 100 %

FORTRESS ENTITIES

(SHAREHOLDER)

OTHER

SHAREHOLDERS

1

3

2

1 Administration Agreement between GP Advisors Ltd, Zurich and Spice Private Equity Ltd

2 Advisory Agreement between GP Advisors Ltd, Zurich and GP Advisors (Bermuda) Ltd

3 Investment Management Agreement between GP Advisors (Bermuda) Ltd and Spice Private Equity (Bermuda) Ltd

* Spice Private Equity Ltd, formerly APEN Ltd

** Spice Private Equity (Bermuda) Ltd, formerly APEN Bermuda EM Ltd

*** Board of Directors

**** Investment Committee

Organizational Structure as of 31 December 2015


Through this complex structured secondary transaction, the

Company fully exited its historical non-core portfolio. It also

achieved a simplified financial and legal structure resulting in a

more transparent corporate structure. The transaction allowed

the Company to concentrate much sooner than expected on

the pursuit of its new emerging markets focused investment

strategy.

To emphasize the transformation of the Company and the

implementation of its new emerging markets focused invest-

ment strategy the Board of Directors has decided to change

the name of the Company to Spice Private Equity Ltd (new

ticker symbol SPCE at SIX Swiss Exchange). The name change

was approved by the Extraordinary General Meeting (EGM)

held on 26 February 2015.

The investment objective of the Company is to realize long-term

capital appreciation and investment income or both by crea-

ting a portfolio of Direct Investments and Fund Investments in

the private equity sector. The investments will be diversified

among fund managers, geographical regions, economic sec-

tors and stages with a focus on emerging markets.

To better reflect the performance of the underlying invest-

ments in the financial statements of the Company the Board

of Directors has decided to switch the reporting currency

from CHF to USD as of 1 January 2015. With the first publica-

tion of the Company financials in USD (Interim Report as of

31 March 2015) the quoting currency at the SIX Swiss Ex-

change was also switched from CHF to USD (20 May 2015).

100 % 100 %

GP INVESTMENTS

(SHAREHOLDER)

NEWBURY PARTNERS

(SHAREHOLDER)

FORTRESS ENTITIES

(SHAREHOLDER)

APEN LTD,

ZUG

APEN BERMUDA

EM LTD

APEN BERMUDA

LEGACY LTD **

GP ADVISORS LTD

ZURICH *

GP ADVISORS

(BERMUDA) LTD

APEN FAITH MEDIA

HOLDINGS LLC

APEN FMH LLC

APEN HOLDINGS LLC

DELAWARE

APEN HOLDINGS

(BERMUDA) LTD

100 %

99 %

99.75 %

0.25 %100 %

1 %

OTHER

SHAREHOLDERS

1

3

2

1 Administration Agreement between GP Advisors Ltd, Zurich and APEN Ltd, Zug


3 Investment Management Agreement between GP Advisors (Bermuda) Ltd and

APEN Bermuda EM Ltd and APEN Bermuda Legacy Ltd

4 Class C shares

5 Class A shares

* GP Advisors Ltd, Zurich, formerly APEN Services GmbH

** APEN Bermuda Legacy Ltd, formerly APEN Bermuda Ltd

Organizational Structure before Transaction occurring on 31 December 2014

4

4

5


The portfolio currently held by the Subsidiary consists ex-

clusively of investments in emerging markets. Inflows arising

from the sale of the “Legacy Portfolio” are to be invested

in emerging markets, covering various regions, in particular

Asia-Pacific, Sub-Saharan Africa and Latin America. The allo-

cation will be opportunistic, generally within asset allocation

boundaries. Further diversification will be achieved with Direct

Investments, in particular through diversification across indus-

try and stage, as well as through geography. With primary

and secondary fund investments the diversification will mainly

be achieved through different managers in various countries.

Although the Company may invest directly in funds or

companies, it is anticipated that its future investments will

also be made through the Subsidiary.

The Company’s Board of Directors is responsible for the

policies and management of the Company as well as for the

valuations. As of 31 December 2015 the Company employed

no employees (31 December 2014: nil).

Since 1 July 2013, responsibility for portfolio management of

the Company was delegated to GP Advisors (Bermuda) Ltd

(“the Manager”) through two separate Investment Manage-

ment Agreements with APEN Bermuda Legacy Ltd (since

divested) and Spice Private Equity (Bermuda) Ltd, while re-

sponsibility for administrative services was delegated to GP

Advisors Ltd, Zurich (“Administrator”) through an Administra-

tion Agreement with Spice Private Equity Ltd.

The Company’s financial statements were authorized by the

Board of Directors for issue on 16 February 2016. The finan-

cial statements are subject to approval at the Annual General

Meeting of shareholders on 19 May 2016.

The financial statements are presented in US Dollars (USD)

and all values are rounded to the nearest thousand, except per

share data or when otherwise indicated.

Legal entity Change Effective date

APEN Holdings LLC Sold to Strategic Partners 31 December 2014

APEN Faith Media Holdings LLC Sold to Strategic Partners 31 December 2014

APEN Ltd Zug Renamed to Spice Private Equity Ltd 26 February 2015

APEN Bermuda EM Ltd Renamed to Spice Private Equity (Bermuda) Ltd 3 March 2015

NOTE 2 ACCOUNTING POLICIES

2.1 Basis of Preparation

The accompanying financial statements of the Company

for the year ended 31 December 2015 have been prepared

in accordance with International Financial Reporting Stand-

ards (IFRS) issued by the International Accounting Standards

Board (IASB), and comply with Swiss law and the account-

ing provisions for investment companies of the SIX Swiss

Exchange.

The Company’s financial statements are prepared under the

Historical Cost Convention, with the exception of its uncon-

solidated subsidiary carried at fair value through profit or

loss and derivative financial instruments which are stated

at their fair values as disclosed in the accounting policies

hereafter.

The IASB issued an amendment to IFRS 10 to provide an

exception to the consolidation requirement for entities that

meet the definition of an investment entity. The exception to

consolidation requires investment entities to account for sub-

sidiaries at fair value through profit or loss.

These separate financial statements are those of Spice Private

Equity Ltd. The unconsolidated subsidiary of Spice Private

Equity Ltd is carried as a financial investment at fair value

through profit or loss and has a 31 December year-end.

The following subsidiary is carried at fair value through profit

or loss:

Name of subsidiary

Country of

incorporation

Proportion

of ownership

interest

Proportion of

voting rights

held

Spice Private Equity (Bermuda) Ltd

Hamilton, Bermuda 100 % 100 %

The Subsidiary is incorporated in Hamilton Bermuda. Its main

business purpose is to make private equity investments solely

for capital appreciation, investment income or both.

The Subsidiary has no employees, therefore in order to per-

form its investment activity it has delegated the relevant

tasks to GP Advisors (Bermuda) Ltd through an Investment

Management Agreement. According to the agreement all in-


vestments and divestiments made at the Subsidiary level are

proposed by the Investment Committee of GP Advisors (Ber-

muda) Ltd and approved by the Subsidiary’s Board of Direc-

tors. The Subsidiary’s Board of Directors is composed of three

members of which two members are also board members of

Spice Private Equity Ltd.

2.2 Significant Accounting Judgments and Estimates

The preparation of financial statements requires the Board of

Directors to make estimates and assumptions and exercise

judgment that affect the reported amounts of assets and li-

abilities and disclosure of contingent assets and liabilities at

the date of the financial statements and the reported amounts

of income and expenses during the reporting period. Actual

results could differ from those estimates.

Judgments

The Board of Directors has assessed the definition of an in-

vestment entity and concluded that Spice Private Equity Ltd

as well as Spice Private Equity (Bermuda) Ltd meet the three

key characteristics of an investment entity, as the entities:

• Obtain funds from one or more investors for the purpose

of providing its investors with professional investment

management services;

• Commit to its investors that its business purpose is to in-

vest funds solely for returns from capital appreciation, in-

vestment income or both; and

• Measure and evaluate the performance of substantially all

of its investments on a fair value basis.

Neither Spice Private Equity Ltd nor Spice Private Equity

(Bermuda) Ltd have any other business activity or separate

substantial source of income apart from its business purpose

which is to invest solely for capital appreciation, investment

income or both. Underlying investments are commonly held

by Spice Private Equity (Bermuda) Ltd, however could also

be held by Spice Private Equity Ltd itself. The Company’s exit

strategy for all of its underlying investments follows the de-

fined exit strategy of the lead investor/sponsor for Direct In-

vestments and the General Partners for Fund Investments. The

Company’s underlying investments are usually divested within

a period of five to seven years. No underlying investments are

planned to be held indefinitely. The Company indirectly holds

a number of different underlying investments to diversify the

risk within the portfolio and to maximize its returns for its

multiple investors.

Estimates

The areas involving assumptions and estimates that are signif-

icant to the financial statements are the following:

• Fair value of unconsolidated subsidiaries.

In accordance with the requirements for investment enti-

ties, the Company recognizes its subsidiaries at fair value

through profit or loss. Major inputs for determining the fair

value of the subsidiaries is the measurement of their underly-

ing investments and operating expenses. The fair value of its

unconsolidated subsidiaries is determined as the net equity

of those subsidiaries, as the underlying assets and liabilities

carried in those subsidiaries equal or approximate fair value,

i. e., net equity is most reflective of fair value (see also Note

2.5.6 “Financial Instruments – Determination of Fair Value”).

The Company uses its judgment to select an appropriate val-

uation technique and make assumptions that are not always

supported by observable market prices or rates. Changes in

assumptions could affect the reported fair value of these in-

vestments. The carrying amounts of the Company’s unconsol-

idated subsidiaries (which are affected by the fair values of its

ultimate investments) amounted to USD 77.7 million. Refer to

Note 16.5 for further details.

2.3 Change in functional and presentation currency

2.3.1 Changeinfunctionalcurrency

The Board of Directors of the Company assessed the under-

lying characteristics of the Company’s currency exposure

subsequent to the sale of the “Legacy Portfolio”. Following

the 2014 transaction the Company’s Management considers

that US Dollar is the currency that best reflects its underlying

transactions, events and conditions for the preparation of the

financial statements. As a consequence, the Board determined

to change the functional currency from Swiss francs (CHF)

to USD.

The following main factors were considered by the Manage-

ment when assessing the change in functional currency:

• The currency that mainly influences transactions and the

currency of the country whose competitive forces and

regulations mainly determine the prices of its transactions

is USD.

• The currency in which funds from financing activities are

generated and in which receipts from operating activities are

usually retained is USD. The Company obtains dividends and

distributions primarily in USD. As the change in functional

currency of the Company’s statutory financial statements

also changed to USD simultaneously, retained earnings and

reserves are also retained in USD going forward.


• Most of the transactions of the Company have been and

are expected to continue to be transacted in USD, whilst

only certain of the Company’s administrative expenses are

expected to continue to be denominated in CHF.

• All future cash flows resulting from the sale of the “Legacy

Portfolio” in the next two years (outstanding receivables)

are denominated in USD.

• USD is the currency that influences the amount of perfor-

mance fee.

The effect of the change in functional currency has been ac-

counted for prospectively. Starting 1 January 2015 the Com-

pany has translated all items into the new functional currency

using the exchange rate at the date of the change. Exchange

differences arising from the translation of a foreign operation

previously recognized in other comprehensive income are not

reclassified from equity to profit or loss until the disposal of

the operation.

2.3.2 Changeinpresentationcurrency

Following the change in functional currency the Company’s

Board of Directors decided to change the presentation cur-

rency from CHF to USD. The change in presentation currency

was made in order to avoid unnecessary volatility in the re-

ported Net Asset Value (“NAV”), to better reflect the Com-

pany’s business activities and to improve investors’ ability to

compare the Company’s financial results with other publicly

traded investment entities in the private equity sector.

The 2014 figures were translated into USD using the 2014 aver-

age exchange rate for the income statement and the year-end

rate for the balance sheet accounts respectively. The transla-

tion led to a one-time FX difference due to different FX rates

for the profit and loss and the balance sheet accounts conver-

sion which was offset against retained earnings. All 1 January

2014 numbers were restated using the spot exchange rate as

of 31 December 2013.

The change in presentation currency was treated as a change

in accounting policy which requires retrospective application

of the change in presentation currency by restating the 2014

comparative amounts into the new presentation currency.

For more details please see paragraph 2.4 Restatement.

2.3.3 AdoptionofotherStandardsandInterpretations

The following new standards and amendments to standards

are mandatory for the first time for the financial year begin-

ning 1 January 2015 and have been adopted by the Company:

• Defined Benefit Plans: Employee Contributions (Amend-

ments to IAS 19)

• Various Improvements to IFRSs – 2010–2012 cycle

• Various Improvements to IFRSs – 2011–2013 cycle

The above amendments had no impact on the financial posi-

tion or performance of the Company.

2.4 Restatement

The change in presentation currency has resulted in the fol-

lowing changes to the financial statements.

Opening Balance Sheet as of 1 January 2014

Presented

TCHF

Restated

TUSD

Assets

Current assets

Cash and cash equivalents 8 619 9 691

Receivables and prepayments 153 172

Total current assets 8 772 9 863

Non-current assets

Loan to subsidiary 6 921 7 783

Unconsolidated subsidiaries at fair value through profit or (loss) 208 697 234 662

Total non-current assets 215 618 242 445

Total assets 224 390 252 308

Liabilities

Current liabilities

Payables and accrued charges 749 843

Put option liability 15 636 17 582

Total current liabilities 16 386 18 425

Total liabilities 16 386 18 425


Share capital 53 637 60 311

Share capital premium 379 177 426 353

Retained earnings/(accumulated deficit) (224 810) (252 780)

Total Shareholders’ Equity 208 004 233 883

Total liabilities and Shareholders’ Equity 224 390 252 308


Income Statement 1 January to 31 December 2014

Presented

TCHF

Restated

TUSD

Income

Net gain on foreign currency exchange 3 736 4 081

Net change in fair value of unconsolidated subsididary (2 525) (2 758)

Total income 1 211 1 323

Expenses

Administration fees (100) (109)

Other operating expenses (2 595) (2 835)

Total expenses (2 695) (2 944)

Tax expenses/(refund) – –

Net operating profit/(loss) from continuing operations (1 484) (1 621)

Discontinued operations (4 015) (4 386)

Total net profit/(loss) for the period (5 499) (6 007)

Other comprehensive income or (loss) for the period


Currency translation differences – 473

Net other comprehensive income to be reclassified to profit or (loss) in subsequent periods – 473

Other comprehensive income or (loss) for the period – 473

Total comprehensive income/(loss) for the period (5 499) (5 534)

Net profit/(loss) attributable to shareholders (5 499) (5 534)

Cash Flow Statement 1 January to 31 December 2014

Presented

TCHF

Restated

TUSD


Dividends received from unconsolidated subsidiaries 16 038 17 520

Operating costs (3 314) (3 621)

Total net cash generated from/(used) in operating activities 12 723 13 899

Cash Flows from Investing activities

Investment in unconsolidated subsidiary (12 359) (13 501)

Proceeds from sale of subsidiary, net of cash transferred 37 135 37 372

Total net cash generated from/(used) in investing activities 24 776 23 871


Repayment of borrowings 51 55

Treasury share purchases (409) (447)

Treasury share sales 228 249

Total net cash generated from/(used) in financing activities (130) (142)

Foreign exchange effect 367 (668)

Increase/(decrease) in cash and cash equivalents 37 736 36 960

Cash and Cash Equivalents as of 1 January 8 619 9 691

Cash and Cash Equivalents as of 31 December 46 355 46 651


Balance Sheet as of 31 December 2014

Presented

TCHF

Restated

TUSD

Assets

Current assets


Receivables and prepayments 37 086 37 323


Non-current assets

Receivables 109 846 110 548

Unconsolidated subsidiaries at fair value through profit or (loss) 30 810 31 007


Total assets 224 097 225 529


Current liabilities

Payables and accrued charges 4 237 4 264

Put option liability 15 636 15 736

Provision 1 900 1 912

Total current liabilities 21 773 21 913

Total liabilities 21 773 21 913



Share premium 347 400 346 067

Treasury share (at cost) (181) (182)

Retained earnings (193 033) (190 714)

Net profit (loss) for the period (5 499) (6 007)

Currency translation differences – 473



2.5 Summary of Significant Accounting Policies

2.5.1 ForeignCurrencyTransactions

Functional and presentation currency

As of 1 January 2015 the functional currency of Spice Private

Equity Ltd is the USD as this entity is primarily exposed to

the USD.

The presentation currency of the financial statements of the

Company is USD and its shares are traded on the SIX Swiss

Exchange in USD since 20 May 2015.

Transactions and balances

Foreign currency transactions are translated into the function-

al currency using the exchange rates prevailing on the dates

of the transactions. Foreign exchange gains and losses result-

ing from the settlement of such transactions and from the

translation at year-end exchange rates of monetary assets and

liabilities denominated in foreign currencies are recognized in

the Statement of Comprehensive Income (“net gain or loss

on foreign exchange”). Translation differences on monetary

items, such as the put option liability, are reported as part of

the gain or loss on foreign exchange.

Non-monetary assets and liabilities that are measured at fair

value in a foreign currency are translated into the functional cur-

rency at the exchange rate when the fair value was determined.

Non-monetary items that are measured based on historical cost

in a foreign currency are translated at the exchange rate at the

date of the transaction. When a gain or loss on a non-monetary

item is recognized in other comprehensive income, any foreign

exchange component of that gain or loss is recognized in other

comprehensive income. Conversely, when a gain or loss on a

non-monetary item is recognized in comprehensive income for

any foreign exchange component of that gain or loss is recog-

nized in comprehensive income for the period.

2.5.2 ForeignExchangeRates

The following exchange rates have been applied to translate

the foreign currencies of significance for the Company:

Unit

2015

USD

2014

USD

Year-end exchange rates

Swiss Franc 1 CHF 1.00756 1.00639

Euro 1 EUR 1.09060 1.21005

Average annual exchange rates

Swiss Franc 1 CHF 1.03907 1.09239

Euro 1 EUR 1.11040 1.32847

2.5.3 CashandCashEquivalents

Cash includes cash on hand and cash with banks. Cash equiva-

lents are short-term, highly liquid investments that are readily

convertible to known amounts of cash, with original maturities

of three months or less, and that are subject to an insignificant

risk of change of value. Cash and cash equivalents are record-

ed at nominal value.

In order to mitigate concentration risk, cash is held at various

banks.

2.5.4 FinancialInstruments–InitialRecognition

andSubsequentMeasurement

a) Financial assets – initial recognition

Financial assets are classified as financial assets at fair val-

ue through profit or loss or as loans and receivables. The

Company determines the classification of its financial as-

sets at initial recognition.


Financial assets are recognized initially at fair value plus,

in the case of investments not at fair value through profit

or loss, directly attributable transaction costs.

Purchases or sales of financial assets that require

delivery of assets within a time frame established by regu-

lation or convention in the marketplace (regular way pur-

chases) are recognized on the settlement date, i. e., the

date a financial asset is delivered to or by the Company. The

Company’s financial assets include cash and cash equiva-

lents and short-term deposits, trade and other receivables,

loan and other receivables, quoted and unquoted financial

instruments, and derivative financial instruments.

Investments in unconsolidated subsidiaries are carried at

fair value.

b) Financial assets – subsequent measurement

The subsequent measurement of financial assets depends

on their classification as follows:

b1) Loansandreceivables

All loans and receivables are subsequently measured

at amortized cost using the effective interest meth-

od. Gains and losses are recognized in the Statement

of Comprehensive Income when the loans and re-

ceivables are derecognized or impaired, as well as

through the amortization process.

b2) Investmentsinunconsolidatedsubsidiaries

In accordance with the requirements for investment

entities, Spice Private Equity Ltd recognizes its sub-

sidiaries at fair value through profit or loss. Major in-

put for determining the fair value of the subsidiaries

is the underlying measurement of the investments.

Spice Private Equity Ltd has entered into to bene-

fit from capital appreciation, investment income or

both. Changes in fair value are recorded in the State-

ment of Comprehensive Income in changes in fair

values of unconsolidated subsidiaries.

b3) Otherfinancialassetsatfairvaluethrough

profitorloss

Financial assets at fair value through profit or loss in-

clude financial assets held for trading and financial

assets designated upon initial recognition at fair value

through profit or loss. Financial assets are classified

as held for trading if they are acquired for the purpose

of selling in the near term. This category includes

derivative financial instruments entered into by the

Company. Financial assets at fair value through profit

or loss are carried in the balance sheet at fair value.

Changes in the fair value of financial instruments at

fair value through profit or loss are recorded in the

Statement of Comprehensive Income.

c) Financial liabilities – Initial recognition

Financial liabilities within the scope of IAS 39 are classified

as financial liabilities at fair value through profit or loss or

as other financial liabilities, as appropriate. The Company

determines the classification of its financial liabilities at in-

itial recognition. Financial liabilities are recognized initially

at fair value and in the case of loans and borrowings, less

directly attributable transaction costs.

The Company’s financial liabilities include payables and

accrued charges, loans and borrowings, other financial li-

abilities and derivative liabilities.

d) Financial liabilities – subsequent measurement

The measurement of financial liabilities depends on their

classification as follows:

• Financialliabilitiesatfairvaluethroughprofitorloss

Financial liabilities at fair value through profit or loss in-

clude financial liabilities held for trading and financial li-

abilities designated upon initial recognition at fair value

through profit or loss. This category includes derivative

financial instruments entered into by the Company. Gains

or losses on liabilities held for trading are recognized in the

Statement of Comprehensive Income.

• Loansandborrowings

After initial recognition, interest bearing loans and bor-

rowings are subsequently measured at amortized cost

using the effective interest method. Gains and losses are

recognized in the Statement of Comprehensive Income

when the liabilities are derecognized as well as through

the amortization process.

• Putoptionliabilities

Shareholders’ rights to request repurchase of Spice Private

Equity Ltd own equity instruments (put options) are sub-

sequently remeasured to match the present value of the

redemption amount expected to be payable in case the

investor exercises its rights and the change in value result-

ing from foreign exchange movement is recorded in: “Net

gain/(loss) on foreign exchange”.

2.5.5 FinancialInstruments–Derecognition

A financial asset is derecognized if, and only if, the Compa-

ny either transfers the contractual rights to receive the cash

flows of the financial asset, or it retains the contractual rights

to receive the cash flows of the financial asset, but assumes


a contractual obligation to pay the cash flows to one or more

recipients, and in doing so transfers substantially all of the

risks and rewards of the asset.

A financial liability is derecognized when the obligation under

the liability is discharged, is cancelled or has expired. When

an existing financial liability is replaced by another liability

from the same lender on substantially different terms, or the

terms of an existing liability are substantially modified, such an

exchange or modification is treated as a derecognition of the

original liability and the recognition of a new liability, and the

difference in the respective carrying amounts is recognized in

the Statement of Comprehensive Income.

2.5.6 FinancialInstruments–DeterminationofFairValue

2.5.6.1 Investmentinunconsolidatedsubsidiaries

The Company’s investments in unconsolidated subsidiaries do

not have a quoted market price, nor can the fair value be de-

termined with respect to observable input variables. The fair

value of investments in unconsolidated subsidiaries is deter-

mined as the net assets of those subsidiaries as the underlying

assets and liabilities carried in those subsidiaries equal or ap-

proximate fair value. Therefore, net assets are most reflective

of fair value.

The main driver of fair value of Spice Private Equity Ltd un-

consolidated subsidiaries is the valuation of its investment

portfolio assets, valuation of financial liabilities as well as to a

much lesser extent the valuation of remaining asset and liabil-

ity line items. The valuation assumptions and techniques are

therefore disclosed hereafter.

Direct and Fund Investments

The unconsolidated subsidiaries’ investments are primarily

non-current financial assets for which market quotations are

not readily available, therefore these investments are meas-

ured at their fair value using the most appropriate valuation

techniques as described in detail below. General Partners

of funds in which the subsidiaries invests, the Manager and

the Service Manager of the subsidiaries’ Direct Investments

provide valuations of these investments. Due to inherent un-

certainties, the fair values used may differ significantly from

values that could have been obstained in actual market trans-

actions.

a) Direct Investments

Valuations for Direct Investments as of 31 December 2015

are provided by third party sources, such as General Part-

ners of funds that are holding the same investment and that

the Company is invested in or the lead investor of the rele-

vant direct investment. The Manager monitors investments

by analyzing regular reports and through direct contact with

General Partners and company management. The Manager

use valuations and valuation input provided by the Lead Fund

Manager of the respective direct investment. Financial and

market performance is compared with budget information,

data obtained from competitors and subsequent rounds of

financing. The Board of Directors reviews and discusses the

valuations with the Manager and may independently apply

adjustments to determine the investments’ fair value. In de-

termining the fair value of a direct investment, all appropriate

and applicable factors relevant to their value, including, but

not limited to, the following are considered in general:

• Available market prices for quoted securities in active

markets;

• Reference to the valuation of the lead investor or other

investors;

• Transaction price paid for an identical or a similar instru-

ment in an investment, including subsequent financing

rounds;

• Comparable company valuation multiples;

• Discounted cash flow method.

For venture capital investments, the following is also consid-

ered:

A new financing round that is material in size for the Company

and having new, sophisticated institutional investors making

up a significant piece of the financing round. An inside round

of financing does not qualify. For buyout/later stage invest-

ments for which subsequent rounds of finance are not antici-

pated the following is also considered:

An analysis of the fair market value of such investment will be

performed on an ongoing bases. This analysis will typically be

based on one of the following methods (depending on what is

appropriate for that particular company/industry):

• Result of multiple analysis;

• Result of discounted cash flow analysis;

• Reference to transaction prices (including subsequent

financing rounds);

• Reference to the valuation of other investors;

• Reference to comparable companies.

Based on a composite assessment of all appropriate and ap-

plicable indicators of fair value, the Board of Directors deter-

mines the fair values as of the valuation date.

b) Fund Investments

The valuation of Fund Investments is generally based on the

latest available Net Asset Value (“NAV”) of the fund reported

by the corresponding fund manager provided that the NAV


has been appropriately determined by using proper fair value

principles as per generally accepted accounting standards.

The Board of Directors reviews and approves the NAV provid-

ed by the fund’s General Partners unless the Board of Direc-

tors is aware of reasons that such a valuation may not be the

best approximation of fair value. In general, NAV is adjusted by

capital calls and distributions falling between the date of the

latest NAV of the fund and the reporting date of the Company.

Additionally, a mark to market adjustment is applied if funds

are invested in listed quoted securities which are traded in

active markets.

Investment valuations are further generally based on previ-

ous quarter ended (compared to the reporting date) capital

accounts. Adjustments to the valuation are considered when

either of the following applies:

• The Company becoming aware of subsequent changes in

the fair values of underlying companies;

• New/amended features of the fund agreement that might

affect distributions;

• Changes to market or other economic conditions impact-

ing the value of the fund;

• NAV reported by the fund has not been appropriately deter-

mined by applying the valuation principles as per generally

accepted accounting standards.

Further, when information is used based on data different from

the reporting date, capital drawdowns and capital distribution

activity of the remaining period until year-end is being added

to and subtracted from the valuation as appropriate. Where

more recent reporting is not available, valuations are based

on the latest capital accounts provided by portfolio funds,

with capital drawdowns and capital distribution activity being

added to and subtracted from the valuation. The Company

monitors current market activity related to these funds and

the overall market developments to determine implications on

the valuations and apply appropriate adjustments if necessary.

The Company reviews the valuations of these funds and dis-

cusses portfolio company performance with the relevant port-

folio fund managers. The portfolio fund managers determine

fair values of the underlying investments by using the same

valuation techniques as noted above for Direct Investments.

c) Investments in securities and other financial instruments

Investments in securities and in other financial instruments

traded on recognized exchanges (including bonds, equities,

futures contracts, options, and funds), are valued at the last

price which is most representative of fair value on the report-

ing date.

d) Other financial assets

Investments in securities and in other financial instruments

traded in the over the counter market and listed securities for

which no trade is reported on the valuation date are valued at

the price within the bid-ask spread that is most representative

of fair value in the circumstances.

e) Derivative financial instruments

Fair values for derivative financial instruments are obtained

from quoted market prices, discounted cash flow models, or

option pricing models as appropriate.

2.5.6.2InvestmentRelatedLiabilities

Fair values of investment related liabilities carried in the books

of unconsolidated subsidiaries are determined individually by

determining the net present value of future cash flows based

on expected highly probable or contractual cash flows and a

market interest rate adjusted to the risk profile of the Com-

pany.

2.5.7Provisions

Provisions are recognized when the Company has a present

obligation (legal or constructive) as a result of a past event, it

is probable that an outflow of resources embodying economic

benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation. When

the Company expects some or all of a provision to be reim-

bursed, the reimbursement is recognized as a separate asset,

but only when the reimbursement is virtually certain. The ex-

pense relating to a provision is presented in the Statement of

Comprehensive Income.

2.5.8 Shareholders’Equity

Ordinary shares are classified as equity. The transaction costs

of an equity transaction are accounted for as a deduction from

equity. Transaction costs for equity are comprised of only

those incremental external costs directly attributable to the

equity transaction, which would otherwise have been avoided.

Equity is comprised of the following:

• Sharecapitalandsharepremium

Please refer to Note 7 for a description and further details

on the share capital and share premium.

• Treasuryshares

Treasury shares are presented in the balance sheet as a

deduction from equity and are measured at cost. The ac-

quisition of treasury shares is presented as a change in

equity. No gain or loss is recognized in the Statement of

Comprehensive Income on the sale, issuance, or cancella-

tion of treasury shares. The consideration received is pre-

sented in the financial statements as a change in equity.


2.5.9 EarningsperShareandNetAssetValueperShare

Basic earnings per share are calculated by dividing the

net profit for the period of the Company by the weighted

average number of ordinary shares outstanding during

the period. Diluted earnings per share are calculated by

adjusting the weighted average number of ordinary shares

outstanding assuming conversion of all dilutive potential

ordinary shares.

The Net Asset Value per share is calculated by dividing the

net assets (total equity) included in the balance sheet by the

number of ordinary shares outstanding at the reporting date.

2.5.10 Taxes

Tax expense and taxes payable are based on reported income.

Taxes are calculated in accordance with enacted tax regula-

tions.

Capital taxes charged to the Company are included in oper-

ating expenses in the Statement of Comprehensive Income.

Switzerland

The Company is taxed as a holding company in the canton

of Zug. Income, including dividend income and capital gains

deriving from its participations are exempt from taxation at

the Zug cantonal/communal level. However, capital taxes are

levied on Zug cantonal/communal level.

For Swiss federal tax purposes, income tax at an effective tax

rate of 7.8 % is levied.

Provisions for taxes payable on profits earned by the Company

are calculated and recorded based on the applicable tax rate

in Switzerland.

Spice Private Equity (Bermuda) Ltd’s activities are not subject

to any income, withholding or capital gains taxes in Bermuda.

2.5.11 CapitalManagement

The investment objective of the Company is to realize long-

term capital appreciation by creating a portfolio of Direct

Investments and Fund Investments in the private equity sector.

The investments will be diversified among fund managers,

geographical regions, economic sectors and stages. Please

refer to Note 1 for further details.

2.5.12 SegmentReporting

IFRS 8 requires companies to define operating segments and

segment performance in the financial statements.

The sole operating segment of the Group is investing in pri-

vate equity. Therefore, the results published in this report re-

flect the required operating segment information provided to

the Chief Operating Decision Maker which are equivalent with

the members of the Board of Directors. Additional disclosures

required by IFRS 8 are presented in Note 19.

2.5.13 Contingencies

Contingent liabilities are not recognized in the balance sheet.

They are disclosed unless the possibility of an outflow of re-

sources embodying economic benefits is remote.

A contingent asset is not recognized except for limited in-

stances where economic benefits are virtually certain. If these

are only deemed probable, they are disclosed in the financial

statements. Please refer to Note 18 for further details.

2.5.14 Share-basedCompensationPlans

Stock Appreciation Rights (SARs)

The Company operates a cash settled, share-based compen-

sation plan. The corresponding liability is re-measured at each

balance sheet date to fair value, with changes recognized im-

mediately in the Statement of Comprehensive Income.

2.6 Standards Issued but not yet Effective

The IASB has issued new standards, amendments and interpre-

tations to existing standards that are not yet effective. Of these

the following may potentially be relevant to the Company.

The Company has yet to adopt those standards and plans to

do so for the reporting period beginning on or after the effec-

tive date stated in the respective standard:

New IFRS pronouncement Title

Expected to be

applied first in

financial year

IFRS 10/IAS 28 Investment entities: applying the consolidation exception* 2016

Various Improvements to IFRSs – 2012–2014 cycle** 2016

IFRS 15 Revenue from contracts with customers** 2018

IFRS 9 Financial instruments** 2018

IFRS 16 Leases** 2019

* Please see Note 2.2.

** The Company is currently evaluating the implication of

the above new or amended standards. Based on Board of Directors’s

preliminary assesement to date, the Company does not anticipate

that these will have a material impact on the Company’s overall results

and financial position.


NOTE 3 INVESTMENT TABLE (UNCONSOLIDATED SUBSIDIARIES)

Investment table in subsidiaries 2015

Opening

balance at

cost

1.1.2015

Opening

balance at

fair value

1.1.2015

Cumulative

gain/(loss)

1.1.2015

Paid

in capital

1.1.2015–

31.12.2015

Returned

capital

1.1.2015–

31.12.2015

Cost

31.12.2015

Fair value

31.12.2015

Unrealized

gain/(loss)

31.12.2015

Cumulative

gain/(loss)

31.12.2015

Spice Private Equity (Bermuda) Ltd 35 989 31 007 (4 982) 40 000 – 75 989 77 705 6 698 1 716

Total 35 989 31 007 (4 982) 40 000 – 75 989 77 705 6 698 1 716

Investment table in subsidiaries 2014

(restated)

Opening

balance at

cost

1.1.2014

Opening

balance at

fair value

1.1.2014

Cumulative

gain/(loss)

1.1.2014

Paid in

capital

1.1.2014–

31.12.14

Returned

capital

1.1.2014–

31.12.2014

Selling

price

Currency

tranlsation

differences

31.12.2014

Realized

gain/(loss)

31.12.2014

Cost

31.12.2014

Fair Value

31.12.2014

Unrealized

gain/(loss)

31.12.2014

Cumulative

gain/(loss)

31.12.2014

APEN Holdings LLC 1) 242 288 213 388 (28 901) – – (175 898) (22 398) (15 091) – – – (66 390)

APEN Faith Media Holdings LLC 1) (1 578) 1 476 3 054 – – (1 322) (153) (1) – – – 2 900

Spice Private Equity (Bermuda) Ltd 22 488 19 798 (2 690) 13 501 – – (3 214) – 35 989 31 007 922 (4 982)

Total 263 199 234 662 (28 537) 13 501 – (177 221) (25 765) (15 092) 35 989 31 007 922 (68 472)

1) Investments in unconsolidated subsidiaries sold as of 31 December 2014.

NOTE 4 CURRENT ASSETS

4.1 Cash and Cash Equivalents2015 2014

(restated)

Cash at banks 37 718 46 651

Total 37 718 46 651

Cash and cash equivalents comprise all cash, short-term de-

posits and other money market instruments, net of short-term

overdrafts, with an original maturity of three months or less.

Cash and cash equivalents are at the full disposal of the Com-

pany.

The carrying amounts of cash and cash equivalents approxi-

mate fair value.

4.2 Receivables and Prepayments2015 2014

(restated)


Other receivables and prepayments 493 239

Total 37 593 37 323

Receivable of TUSD 37 100 (2014 (restated): 37 084) relates

to deferred payments resulting from the sale of the “Legacy

Portfolio” as of 31 December 2014. The carrying amount in-

cludes effective interest rate and represents present value of

the future cash flow to be received as of 30 June 2016. Please

see below the remaining deferred payments schedule:

Type of payment Due date

Amount

in TUSD

2nd deferred payment 30 June 2016 37 372

3rd deferred payment* 31 March 2017 37 372

4th deferred payment* 29 December 2017 37 372

Sum of all payments 112 117

* Reported as receivables (non-current).

During the reporting period the Company received in Septem-

ber 2015 the second cash installment (1st deferred payment) of

USD 37.4 million from its counterparty in line with the deferred

payments schedule.

The carrying amount of other receivables and prepayments

approximate fair value due to their short-term maturities and

that the effect of not discounting them is immaterial.


NOTE 5 NON-CURRENT ASSETS

5.1 Receivables

2015 2014

(restated)

Receivables non-current 74 086 110 548

Total 74 086 110 548

Receivables non-current of TUSD 74 086 (2014 (restated):

110 548) related to deferred payments resulting from the sale

of the “Legacy Portfolio” as of 31 December 2014 are present-

ed at carrying amount including effective interest rate which is

the estimated future cash flows payments over the expected

period when the outstanding balance will be received in two

equal instalments as follows: 31 March 2017 and 29 December

2017 respectively.

NOTE 6 CURRENT LIABILITIES

6.1 Payables and Accrued Charges2015 2014

(restated)

Payables and accrued charges 1 552 4 264

Total 1 552 4 264

The carrying amounts of accounts payable and accrued

charges approximate fair value.

6.2 Put Option Liability (Put/Call on Shares

of Spice Private Equity Ltd)

Pursuant to the subscription agreement dated 17 May 2013

between Drawbridge Special Opportunities Fund LP, New

York, NY, USA (“Fortress-Drawbridge”) and the Company, For-

tress-Drawbridge has the right to sell to the Company 717 266

shares acquired in connection with the implementation of the

new corporate structure in 2013. This right to sell may be ex-

ercised for the first time on 12 June 2014 and not later than

12 June 2018. The exercise price is CHF 21.80 per share. The

subscription agreement also provides that the Company has

the right to buy from Fortress-Drawbridge the 717 266 shares.

This right to buy may be exercised for the first time on 12 June

2014 and not later than 12 June 2018. The exercise price shall

be CHF 41.50 per share. As a result, the Company has rec-

ognized a financial liability in the amount of USD 15.8 million

(2014 (restated): USD 15.7 million) , which equals the present

value of the redemption amount.

6.3 Provisions for other Liabilities

2015 2014

(restated)

Provisions 283 1 912

Total 283 1 912

The outstanding balances represent provisions in connection

with the sale of the “Legacy Portfolio” transaction concluded

as of 31 December 2014.

During 2015, of the TUSD 1 912 provisions as of 31 December

2014, the Company used TUSD 495 and released to discon-

tinued operations TUSD 1 134 (refer to Note 9). The remaining

provision as of 31 December 2015 stood at TUSD 283.

The carrying amounts of provisions approximate fair value.

NOTE 7 SHARE CAPITAL

The share capital of the Company as of 31 December 2015

amounts to TUSD 53 980 (31 December 2014 (restated): TUSD

53 980) consisting of 5 363 717 registered shares (31 Decem-

ber 2014: 5 363 717) with a par value of CHF 10.00 (USD 10.06)

each. All issued shares are fully paid-in.

As of 1 January 2015, the Company changed its functional

currency from CHF to USD. All equity items were translated

into USD using the prevailing USD/CHF rate as of 31 December

2014. Based thereon the share capital of the Company was

USD 53 979 943 divided into 5 363 717 fully paid registered

shares with a nominal amount of USD 10.06 each.

As of 31 December 2015 the Company has CHF 26.8 million

(2014: CHF 26.8 million) authorized share capital outstanding.

This authorized share capital will expire per 26 May 2017. As of

31 December 2015 the Company has CHF 26.8 million (2014:

CHF 26.8 million) conditional share capital outstanding.

NOTE 8 NUMBER OF SHARES OUTSTANDING

AT YEAR-END

Share capital is broken down as follows:Number of Shares

Outstanding 1 January 2014 5 363 717

– Treasury shares sold 9 988

– Treasury shares purchased 17 905

– New shares from capital increase –

Outstanding 31 December 2014 5 355 800

Outstanding 1 January 2015 5 355 800

– Treasury shares sold 36 319

– Treasury shares purchased 34 797

– New shares from capital increase –

Outstanding 31 December 2015 5 357 322


The Company can trade in treasury shares in accordance with

the relevant guidelines (the Company’s Articles of Association,

Swiss company law, listing rules of the SIX Swiss Exchange).

Treasury shares are treated as a deduction from the Share-

holders’ Equity TUSD 157 (2014 (restated): 182).

Currently, the Company does not intend to pay any dividends

to shareholders.

The following major shareholders held shares and voting

rights of 3 % and more as of 31 December 2015 (number of

shares according to the public disclosures of shareholdings

at SIX; Swiss Exchange voting rights):

Number

of shares

2015

Participation

in %

2015

Number

of shares

2014

Participation

in %

2014

GP Investments/ Newbury Capital 1)

2 419 208 45.10 %

2 419 208 45.10 %

Drawbridge Special Opportunities Fund LP (Fortress) 717 266 13.37 % 717 266 13.37 %

OAM European Value Fund 270 149 5.04 % 270 149 5.04 %

Wellington Management Company, LLP 211 128 3.94 % 210 936 3.93 %

AXA Life 167 000 3. 1 1 % 167 000 3. 1 1 %

1) The shares are held by two entities, namely GP Swiss Ltd. (Switzerland)

(formerly GP Secondaries Investment Company (Switzerland) Ltd)

and Newbury Holdings A Ltd. (Cayman Islands). These two entities are

connected through a Shareholders’ Agreement.

NOTE 9 DISCONTINUED OPERATIONS

As of 31 December 2014 APEN Holdings LLC, APEN Faith

Media Holdings LLC and their subsidiaries, together the

“Legacy Portfolio”, were disposed of through outright sale.

The sale was pursued by the Board of Directors in line with

Spice Private Equity Ltd’s new focus on emerging markets.

As the “Legacy Portfolio” qualified as an operating segment,

this component of the Company represented a major line of

business and was part of a single coordinated plan to be sold,

hence it qualified as a discontinued operation.

The transaction price of USD 192.0 million represented a dis-

count of 13.5 % to the value of the portfolio at the reference

date (30 June 2014). Additionally, the purchaser acquired

from the Company a USD 7.8 million loan obligation from

APEN Faith Media Holdings LLC leading to a total transaction

value of USD 199.7 million.

After purchase price adjustments of USD 12.9 million for distri-

butions already received by the seller between the reference

and closing dates the final consideration to be paid amounted

to USD 186.8 million.

The “Legacy Portfolio” was held through APEN Faith Me-

dia Holdings LLC and a participation in APEN Holdings LLC

which were carried as unconsolidated subsidiaries at fair value

through profit or loss. The portfolio was remeasured through

profit and loss at the date of reclassification to discontinued

operations.

Balance sheet impact of discontinued operations:

2015 2014

(restated)

Fair value unconsolidated subsidiary as of 1 January –

214 864

Unrealized gain/(loss) on subsidiaries – –

Selling price – (177 220)*

Net/(loss) on sale of subsidiary – (15 092)

Currency translation difference – (22 554)

Fair value unconsolidated subsidiary as of 31 December – –

* Consideration less discount on deferred payments.

Statement of Comprehensive Income impact of Discontinued

Operations:2015 2014

(restated)

Dividends revenues from unconsolidated subsidiaries – 17 520

Transactions costs 1 304 1) (5 961)

Net/(loss) on sale of subsidiary – (15 090)

Net gain on sale of loan – 869


Discontinued operations 1 304 (4 386)

1) Reversal of 2014 transaction costs.

For disclosure of related “Earnings per Share” please refer to

Note 14.

Cash flows associated with Discontinued Operations:

2015 2014

(restated)

Cash flow from operating activity (729) 17 520

Cash flow from investing activity – 40 566

Cash flow from financing activity – –

Net cash flows (729) 58 086


NOTE 10 INCOME

10.1 Net change in Fair Value of Unconsolidated

Subsidiaries

Change in fair value of unconsolidated subsidiaries was as

follows:2015 2014

(restated)

Fair value of unconsolidated subsidiary 1 January 31 007 19 798

Paid in capital 40 000 13 501

Unrealized gain/(loss) – fair value 6 698 (2 758)

Unrealized gain/(loss) foreign exchange – 3 680


Fair value of unconsolidated subsidiary 31 December 77 705 31 007

10.2 Interest Income2015 2014

(restated)

Interest income 927 –

Interest income of TUSD 927 (31 December 2014 (restated):

nil) included in the carrying amount of the receivables (carried

at amortized cost) related to the four equal deferred pay-

ments resulted from the sale of the “Legacy Portfolio” as of

31 December 2014.

NOTE 11 OTHER OPERATING EXPENSES

2015 2014

(restated)

Board of Directors expenses 544 477

SAR’s 398 466

Accounting 132 202

Consulting 36 195

Audit fees 151 232

Legal 236 232

Other 842 1 030

Total operating expenses 2 340 2 835

NOTE 12 REVOLVING CREDIT FACILITY

The Company obtained a USD 75 million loan facility from

Falcon Private Bank Ltd., Zurich and VP Bank Ltd., Vaduz on

11 May 2015. Should attractive investment opportunities arise,

the Company would be able to anticipate a portion of the out-

standing cash receivables from its sale of the “Legacy Port-

folio” at the end of 2014 and thus accelerate its investment

pace.

The credit facility, if and when drawn, is secured by a pledge

on the Company’s outstanding receivables from Strategic

Partners VI Acquisitions G, L.P. Final maturity date for the

credit facility is 29 December 2017 and may be extended to

30 June 2018. The credit line reduces from the original amount

of USD 75 million to USD 37.4 million on 31 March 2017 and to

zero on final maturity.

As of 31 December 2015, the credit line has been drawn down

for USD nil million.

The interest rate is LIBOR +3.0 % p.a and the commitment fee

for the undrawn amount 1.25 % p. a.

Finance costs of TUSD 674 were accrued as of 31 December

2015.

NOTE 13 TAXES

2015 2014

(restated)

Current income tax – –

Reconciliation of income tax calculated with the applicable tax rate:

– Profit/(loss) before tax expense 5 870 (6 007)

– Applicable tax rate 7.8 % 7.8 %

– Income tax 458 (469)

Effect from:

– non-taxable profits – –

– unrecognized tax gain/(loss) (458) 469

– non-refundable withholding tax paid, income tax expense – –

Total income tax expenses – –

In 2015, the Company paid nil (2014 (restated): nil) non-re-

fundable withholding taxes. The Company did not recognize

income tax assets in the form of losses that can be carried

forward against future taxable income.


Expiry of unrecognized tax losses Amount

Within 1 year 125 486

Within 2–4 years 14 377

Within 5–7 years 35 092

Total 174 955

No deferred tax assets are capitalized due to the inherent un-

certainty of a refund which depends on achieving taxable net

incomes in Switzerland in the foreseeable future.

NOTE 14 EARNINGS PER SHARE ATTRIBUTABLE

TO EQUITY HOLDERS

2015 2014

(restated)

Net profit/(loss) per share outstanding from continuing operations – basic 0.85 (0.30)

Net profit/(loss) per share outstanding from continuing operations) – fully diluted 0.85 (0.30)

Net profit/(loss) for the period from continuing operations 4 566 (1 621)

Weighted average of total number of shares outstanding – basic 5 355 841 5 360 529

Weighted average of total number of shares outstanding – diluted 5 355 841 5 360 529

Net profit/(loss) per share outstanding for the period from discontinued operations – basic 0.24 (0.82)

Net profit/(loss) per share outstanding for the period from discontinued operations – fully diluted 0.24 (0.82)

Net profit/(loss) for the period from discontinued operations 1 304 (4 386)



Net profit/(loss) per share outstanding – basic 1.10 (1.12)

Net profit/(loss) per share – fully diluted 1.10 (1.12)

Net profit/(loss) for the period 5 870 (6 007)



NOTE 15 RELATED PARTY TRANSACTIONS

Related Parties are individuals and companies where the in-

dividual or company has the ability, directly or indirectly, to

control the other party or to exercise significant influence over

the other party in making financial and operating decisions.

Related Parties include:

• Board of Directors of Spice Private Equity Ltd;

• GP Investments Group consisting of GP Investments Ltd.

(Bermuda), GP Advisors (Bermuda) Ltd and GP Advisors

Ltd, Zurich.

Material transactions

Expense of TUSD 544 (31 December 2014 (restated): TUSD

477) were booked during the reporting period for Board of

Directors compensation and travel expenses. SARs expenses

of TUSD 398 (31 December 2014 (restated): TUSD 466) were

booked during the reporting period. Board of Directors mem-

bers did not received any new SARs during 2015.

Administration fee expenses and payments to GP Advisors

Ltd, Zurich amounted to TUSD 103 (31 December 2014 (resta-

ted): TUSD 109) in the reporting period. In the reporting period

the unconsolidated subsidiary paid management fee of USD

5.4 million (31 December 2014 (restated): USD 3.7 million) to

GP Advisors (Bermuda) Ltd. During 2015, through two sec-

ondary transaction bidding processes, the unconsolidated

subsidiary acquired from third parties LP stakes in four funds

managed by GP Investments.

GP Advisors (Bermuda) Ltd is entitled to a performance fee

of 10 % of the increase, if any, in the Company’s NAV after a

5 % hurdle and subject to customary catch-up and high-water-

mark clauses. The high-watermark was reset to the USD value

of the Company’s NAV as of 31 December 2014 of USD 203.6

million to reflect the new structure and size of the Company

after the sale of the “Legacy Portfolio”. No performance fees

have been accrued or paid as of 31 December 2015 and 2014.


NOTE 16 FINANCIAL RISK MANAGEMENT

16.1 Strategy in Using Financial Instruments

The investment objective of the Company is to realize long-

term capital appreciation, investment income or both by cre-

ating a portfolio of Direct Investments and Fund Investments

in the private equity sector. The investments will be diversified

among fund managers, geographical regions, economic sec-

tors and stages through its unconsolidated subsidiaries.

Although the Company may invest directly in Fund Invest-

ments or companies, it is anticipated that investments will gen-

erally be made through Spice Private Equity (Bermuda) Ltd.

The Company’s activities expose it to a variety of financial

risks, namely market risk (including interest rate risk, currency

risk and other price risks), liquidity risk and credit risk. Man-

agement observes and manages these risks. These risks could

result in a reduction of the Company’s net assets.

The Company seeks to minimize these risks and adverse ef-

fects by considering potential impacts from the financial mar-

kets. The Company manages these risks, where necessary, via

collaboration with service partners that are market leaders in

their respective area of expertise. Additionally, the Company

has internal guidelines and policies in place to ensure that

transactions are effected in a consistent and diligent manner.

16.2 Market Risk

a) Interest rate risk

The Company is subject to cash flow interest rate risk due to

fluctuations in the prevailing levels of market interest rates.

Changes in interest rates affect mainly financial assets (“Cash”)

as well as financial liabilities. The majority of the Company’s

assets and liabilities are non-interest bearing.

The Company ist not subject to significant amounts of risk due

to fluctuation in the prevailing levels of market interest rates.

The Manager monitors interest rates on a regular basis and

informs the Board of Directors accordingly at its quarterly

meetings.

b) Currency risk

The Net Asset Value per share is calculated in USD, the functional

and presentation currency of the Company. The Company’s

underlying investments are largely denominated in USD. The

Company is exposed to a certain degree of currency risk,

which can adversely affect performance. Fluctuations in for-

eign currency exchange rates affect the Net Asset Value of

the investments and therefore the Company. The Company

can enter into currency contracts to mitigate these currency

risks. Additionally, the Company regards loans in the same

currencies as its assets as a measure to mitigate the impact

of currencies on the Net Asset Value.

The Company’s currency position is monitored on a regular

basis and the FX exposure is reviewed by the Board of Direc-

tors at the quarterly meetings.

As of 31.12.2015

in TUSD USD GBP CHF Total

Assets

Cash and cash equivalents 37 365 – 353 37 718

Receivables and prepayments 37 290 9 294 37 593

Receivables – non current 74 086 – – 74 086

Unconsolidated subsidiaries at fair value through profit and (loss) 77 705 – – 77 705

Total assets 226 446 9 647 227 102

Liabilities

Payables and accrued charges 641 – 911 1 552

Put option liability – – 15 755 15 755

Provisions 283 – – 283

Total liabilities 924 – 16 665 17 589

As of 31.12.2014 (restated)

in TUSD USD GBP CHF Total

Assets

Cash and cash equivalents 46 438 – 213 46 651

Receivables and prepayments 37 155 – 168 37 323

Receivables – non current 110 548 – – 110 548

Unconsolidated subsidiaries at fair value through profit and (loss) 31 007 – – 31 007

Total assets 225 148 – 381 225 529

Liabilities

Payables and accrued charges 2 732 – 1 532 4 264

Put option liability – – 15 736 15 736

Provisions 1 912 – – 1 912

Total liabilities 4 644 – 17 268 21 913

c) Other price risks

Other price risks (i. e. changes in market prices other than from

interest rate risks or currency risk) may affect the value of the

unconsolidated subsidiary carried at fair value through profit

or loss. Other price risks arise mainly from the uncertainty

about future valuations of the underlying investments held by

the Subsidiary. For the unconsolidated subsidiary the Com-

pany determines the corresponding fair value on a monthly

basis. Please see Note 2 “Accounting Policies” for more infor-

mation on the fair value process as well as Note 3 “Investment

Table (Unconsolidated Subsidiary)”.


The Company attempts to minimize the investment risk in-

curred at level of its unconsolidated subsidiary through effec-

tive due diligence prior to investing, conservative underwrit-

ing, reviews of investment partners, and contractual provisions

that limit the Company’s downside risk.

The Company’s investment advisor performs extensive due

diligence prior to recommending any direct or fund invest-

ment including an analysis of the potential risks of the invest-

ment. The Manager monitors investments by analyzing regular

reports and through direct contact with General Partners and

company management. Investment recommendations are ap-

proved by the Investment Committee of the Manager and the

Board of Directors of the Subsidiary prior to commitment.

Investment performance is reviewed regularly by the Man-

ager and the Board of Directors. Valuations are updated on

a monthly basis by taking new currency rates, stock price at

the end of the month for listed portfolio companies and new

reports from portfolio funds available to the Manager into ac-

count. Furthermore the Manager discusses fund performance

with the fund managers and may take part in the annual meet-

ings of significant portfolio funds. Detailed valuations are es-

tablished quarterly/semi-annually by the fund managers. The

Board of Directors reviews and subsequently approves the

valuations.

Changes in valuations can have an impact on net profit. In

order to demonstrate the sensitivity, the average change of

the TR LPX50® index (one of the leading benchmarks for the

listed private equity industry) of the past two years is calcu-

lated and used as input to the sensitivity analysis. If the value

of the investments (based on year-end values) had increased

or decreased by 12.2 % with all other variables held constant,

the impact on the Shareholders’ Equity and net income would

have been USD 8.0 million (2014: 13.4 %, USD 2.2 million). The

Group is exposed to a variety of market risk factors which may

change significantly over time. As a result, measurement of

such exposure at any given point in time may be difficult giv-

en the complexity and limited transparency of the underlying

investments. Therefore, a sensitivity analysis is deemed to be

of limited explanatory value.

16.3 Liquidity Risk

Due to the specific nature of private equity funds of the type

in which the Company invests through its unconsolidated sub-

sidiaries, immediate and full investment of assets is not always

possible. Commitments made by a private equity investor in a

private equity fund typically result in actual investments being

made over a period of up to five years. Outstanding com-

mitments entered into at unconsolidated subsidiaries level

amounted to USD 29.2 million at year-end 2015 (2014: USD

16.4 million).

Cash in hand is in excess of 100 % of all unfunded commit-

ments. Management monitors cash flows on a weekly basis by

updating its cash flow report and reports at least on a quarter-

ly basis to the Board of Directors. The table below summarizes

the Company’s payables (gross undiscounted cash-flows).

As of 31.12.2015 On demand


Put option liability 15 755

Total 17 306

Unfunded commitments 29 160

As of 31.12.2014 (restated) On demand


Put option liability 15 736

Total 20 000

Unfunded commitments 16 396

16.4 Credit Risk

The Company has credit exposure only to established, credit-

worthy third parties, so that no collateralization is required.

Receivables are monitored continuously. The Board of Direc-

tors monitors credit risk on a regular basis.

The Company holds cash with a number of internationally re-

nowned financial institutions for diversification reasons. The

Company monitors the standing of these institutions on a reg-

ular basis. The minimum credit rating of these institutions at

year-end 2015 was “A” (Standard & Poor’s).

As of 31 December 2015 the Company has a significant out-

standing receivables balance with Strategic Partners VI Ac-

quisitions G, L.P. (a special purpose vehicle majority owned by

Strategic Partners Fund VI, L.P.) resulting in a concentration

of credit risk with one counter party. The receivable was rec-

ognized as a result of the disposal of the “Legacy Portfolio”

through the sale of two Company subsidiaries, APEN Faith

Media Holdings LLC and APEN Holdings LLC.

The credit risk is mitigated by a multiple layer guarantee struc-

ture with the ultimate majority guarantor being Strategic Part-

ners Fund VI, L.P., a USD 4.4 billion private equity secondary

fund managed by Strategic Partners Fund Solutions, Black-

stone’s dedicated secondary and fund solutions platform.


As of 31.12.2015

Neither past due

nor impaired

2015

Total carrying

amount




Total financial assets (excl. investments) 149 397 149 397

As of 31.12.2014 (restated)

Neither past due

nor impaired

2014

Total carrying

amount




Total financial assets (excl. investments) 194 522 194 522

16.5 Fair Value Estimation

In addition to the fair value approach highlighted in Note 2.5.6,

IFRS requires the Company to disclose fair value measure-

ments by level of the following fair value measurement hier-

archy:

Level 1 – inputs to the valuation methodology are quoted pric-

es available in active markets for identical investments as of

the reporting date. The type of investments listed under Level

1, include unrestricted securities listed in active markets.

Level 2 – inputs to the valuation methodology are other than

quoted prices in active markets, which are either directly or

indirectly observable as of the reporting date. Investments

which are included in this category include restricted secu-

rities listed in active markets, securities traded in other than

active markets, derivatives, corporate bonds and loans.

Level 3 – inputs to the valuation methodology are unobserv-

able and significant to overall fair value measurement. The

inputs into the determination of fair value require significant

management judgment or estimation. Investments that are

included in this category include investments in privately held

entities.

In certain cases, the inputs used to measure fair value may fall

into different levels of the fair value hierarchy. In such cases,

an investment’s level within the fair value hierarchy is based

on the lowest level of input that is significant to the fair value

measurement. Management’s assessment of the significance

of a particular input to the fair value measurement in its en-

tirety requires judgment, and considers factors specific to the

investment.

The following table summarizes the Company’s investments

measured at fair value on a recurring basis by the above fair

value hierarchy levels:

As of 31.12.2015 Level 1 Level 2 Level 3 Total

Unconsolidated subsidiaries at fair value through profit and (loss) – – 77 705 77 705

Total – – 77 705 77 705

As of 31.12.2014 (restated) Level 1 Level 2 Level 3 Total

Unconsolidated subsidiaries at fair value through profit and (loss) – – 31 007 31 007

Total – – 31 007 31 007

Due to the nature of the business the Company is engaged in,

there are no transfers between level 1, 2 and 3 assets.

Level 3 investments consist of the unconsolidated subsidi-

aries. These are by nature unquoted. The fair values of these

unquoted subsidiaries is derived based on the Net Asset Value

of the underlying investments considering also inherent lev-

eraging with financial liabilities appropriately, as outlined in

Note 2.5.6.

Most inputs used to derive the adjusted underlying Net Asset

Value of the investments are unobservable (including adjust-

ments that are calculated by the fund manager for the under-

lying investments). For year-end 2015 the Company used 30

September 2015, quarterly reports (unaudited) as input pa-

rameters for its investments. In cases where September reports

were used, the Company calculated the year-end fair value of

a specific fund or direct investment by adding (cash paid)

and subtracting (cash received) fourth quarter activity to the

investment’s September capital account balance. Additionally,

a mark to market adjustment is applied if funds or direct

investments are invested in listed quoted securities which are

traded in active markets. 2015 activity is also reviewed for

any significant developments that may have an impact on the

year-end valuation.

The following table discloses the changes to the fair value of

Level 3 assets during the year:2015 2014

(restated)

Level 3 assets fair value at 1 January 31 007 234 662

Capital distribution – –

Capital contribution 40 000 13 501

Unrealized gain/(loss) of Level 3 assets (incl. FX impact) 6 698 922

Realized gain/(loss) of Level 3 assets (incl. FX impact) – (15 092)

Disposal of Level 3 financial assets – (177 221)

Currency translation differences – (25 765)

Level 3 assets fair value at 31 December 77 705 31 007


As outlined in Note 2.5.6, the Company does not utilize val-

uation models with model inputs to calculate the fair value

for their Level 3 investments. Rather, the Company utilizes a

methodology that uses NAV as the key input. Thus, the main

“unobservable input” would be NAV itself.

Assets and liabilities not carried at fair value but for which fair

value is disclosed are a reasonable approximation of fair value.

NOTE 17 SHARE-BASED COMPENSATION PLAN

Stock Appreciation Rights (SARs)

A total of 220 000 SARs were issued to members of the Board

of Directors and GP Advisors employees. Outstanding SARs as

of 31 December 2015 were 176 000 and are split as follows:

Number

of SARs

Year

of grant Vesting date Expiry

Subscription

ratio Strike price

8 000 2011 Vested 12.1.2016 1:1 CHF 16.76

48 000 2012 Vested 12.1.2017 1:1 CHF 17.24

25 329 2013 Vested 21.8.2018 1:1 CHF 23.19

12 671 2013 21.8.2016 21.8.2018 1:1 CHF 23.19

14 996 2014 Vested 3.9.2019 1:1 CHF 23.42

14 999 2014 3.9.2016 3.9.2019 1:1 CHF 23.42

15 005 2014 3.9.2017 3.9.2019 1:1 CHF 23.42

12 330 2015 1.6.2016 1.6.2020 1:1 USD 25.37

12 335 2015 1.6.2017 1.6.2020 1:1 USD 25.37

12 335 2015 1.6.2018 1.6.2020 1:1 USD 25.37

The SARs were granted free of charge. Each SAR entitles the

holder to receive in cash the difference between the strike

price and the market price of one share of the Company at

the exercise date. For SARs originally issued with a strike price

in CHF (i. e., year of grant of 2011 – 2014) the above difference

is calculated separately for the periods before and after the

change of the listing currency from CHF to USD on 20 May

2015. Payout to the holder is based on the sum of the differenc-

es for the two periods. A third of the SARs are each exercisable

after a vesting period of one, two and three years. The SARs

expire after five years. In case of a termination of the working

contract during the vesting period, the SARs are cancelled.

The Company has agreed to change of control clauses for the

beneficiaries with respect to SARs, in that vesting may be im-

mediate in a change of control situation (this policy has been

applied to all SARs issued in 2011 and 2012).

Movements in the number of Stock Appreciation Rights (SARs)

and their related exercise prices are as follows:

2015

Average exercise

price per share SARs

2014

Average exercise

price per share

(restated) SARs

As of January 1 20.02 179 000 18.82 138 000

Granted 25.37 37 000 23.57 45 000

Exercised 26.12 (40 000) 24.58 (4 000)

Expired – – – –

As of 31 December 19.76 176 000 20.02 179 000

Of the outstanding 176 000 SARs (2014: 179 000), 96 325

SARs (2014: 108 663) were exercisable per 31 December 2015.

In 2015, 44 332 SARs vested without being exercised (2014:

12 663). A number of 40 000 SARs (40 000 SARs granted in

2011) were exercised in 2015 (2014: 4 000 SARs).

In the current year, TUSD 398 (2014 (restated): 466) was

charged as an expense relating to SARs within other oper-

ating expenses in the Statement of Comprehensive Income.

The carrying amount of the liability at the end of the period

amounted to TUSD 693 (2014 (restated): 655).

The following table lists the inputs in the models used for the

plan for the year ended 31 December 2015:

Model input variables 2015 SARs 2014 SARs 2013 SARs 2012 SARs 2011 SARs

Dividend yield 0 % 0 % 0 % 0 % 0 %

Expected volatility 20.03 % 17.50 % 15.94 % 16.75 % 27.55 %

Risk-free interest rate 1.647 % (0.481 %) (0.594 %) (0.693 %) (0.798 %)

Expected life of option/SARs 4.42 years 3.68 years 2.64 years 1.04 years 0.03 years

Weighted average share price – – – – –

Model used Hull-White Hull-White Hull-White Hull-White Hull-White

Exercise multiple 2 2 2 2 2

Since market implied volatilities for Spice Private Equity Ltd

are not available, the average of the historical volatility of a

basket of peer Companies was determined (for 2015 SARs:

15.10 %, 2014 SARs: 13.39 %, 2013 SARs: 12.44 %; for 2012 SARs:

12.57 % and for 2011 SARs: 14.49 %). Additionally, a historical

volatility estimate of the Company, using a time window of

observations equal to 4.42 years was calculated at 24.96 %

(for 2015 SARs), 3.68 years at 21.62 % (for 2014 SARs) 2.64

years at 19.44 % (for 2013 SARs) 1.04 years at 20.92 % (for

2012 SARs) and 0.03 years at 40.60 % (for 2011 SARs). For

calculation purposes the average of the two values was taken.


NOTE 18 COMMITMENTS, CONTINGENCIES AND OTHER

OFF-BALANCE SHEET TRANSACTIONS

In addition to those commitments disclosed in Note 16.3 the

Company has nil off-balance-sheet transactions open as of

31 December 2015 (2014: nil). The operations of the Company

may be affected by legislative, fiscal and regulatory develop-

ments for which provisions are made where deemed neces-

sary. Please refer to Note 16.3 “Liquidity Risk” for additional

information on commitments.

Customary representations and warranties related to the sale

of the “Legacy Portfolio” were given to the purchaser by the

Company.

NOTE 19 SEGMENT REPORTING

After the sale of the “Legacy Portfolio” the only operating

segment remaining was the emerging markets. Therefore as

of 31 December 2014 the Management determined that the

Group has operated in the sole operating segment of private

equity investments in emerging markets. The geographical

analysis of total assets is determined by specifying in which

region the investment was made:

in TUSD 2015 2014 (restated)

USA 1) 111 291 147 632

Bermuda 77 705 31 007

Switzerland 38 106 46 890

Total 227 102 225 529

1) Corresponding to receivable from the “Legacy Portfolio” sale and

other receivables.

The geographical analysis of total income is determined by

specifying from which region the profits are generated:

in TUSD 2015 2014 (restated)

USA 927 –

Bermuda 6 698 3 680

Switzerland 58 401

Total 7 682 4 081

NOTE 20 SUBSEQUENT EVENTS

Since the balance sheet date of 31 December 2015, there

have been no material subsequent events that could impair

the integrity of the information presented in the financial

statements.

Between 1 January 2016 and 16 February 2016, the following

aggregate investment related cash flows have been recorded

(by the partnerships under the commitments existing as of 31

December 2015 and Direct Investments):

TUSD

Capital calls (891)

Capital distributions 61


As statutory auditor, we have audited the accompanying

financial statements of Spice Private Equity Ltd, which com-

prise the balance sheet, statement of comprehensive income,

statement of cash flows, statement of changes in sharehold-

ers’ equity and notes (pages 28 to 52), for the year ended

31 December 2015.

Board of Directors’ responsibility

The Board of Directors is responsible for the preparation and

fair presentation of the financial statements in accordance

with the International Financial Reporting Standards (IFRS),

the Article 14 of the Directive on Financial Reporting (DFR) of

SIX Swiss Exchange and the requirements of Swiss law.

This responsibility includes designing, implementing and

maintaining an internal control system relevant to the prepa-

ration and fair presentation of financial statements that are

free from material misstatement, whether due to fraud or er-

ror. The Board of Directors is further responsible for selecting

and applying appropriate accounting policies and making ac-

counting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial

statements based on our audit. We conducted our audit in ac-

cordance with Swiss law and Swiss Auditing Standards as well

as the International Standards on Auditing. Those standards

require that we plan and perform the audit to obtain reasona-

ble assurance whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to

fraud or error. In making those risk assessments, the auditor

considers the internal control system relevant to the entity’s

preparation and fair presentation of the financial statements

in order to design audit procedures that are appropriate in

the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the entity’s internal control

system. An audit also includes evaluating the appropriateness

of the accounting policies used and the reasonableness of

accounting estimates made, as well as evaluating the overall

presentation of the financial statements. We believe that the

audit evidence we have obtained is sufficient and appropriate

to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements for the year ended

31 December 2015 give a true and fair view of the financial

position, the results of operations and the cash flows in ac-

cordance with the International Financial Reporting Stand-

ards (IFRS) and comply with the Article 14 of the Directive on

Financial Reporting (DFR) of SIX Swiss Exchange Swiss law.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing

according to the Auditor Oversight Act (AOA) and independ-

ence (article 728 CO and article 11 AOA) and that there are no

circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and

Swiss Auditing Standard 890, we confirm that an internal con-

trol system exists which has been designed for the preparation

of financial statements according to the instructions of the

Board of Directors.

We recommend that the financial statements submitted to

you be approved.

PricewaterhouseCoopers AG

Daniel Pajer Martin Gubler

Audit expert Audit expert

Auditor in charge

Zurich, 17 February 2016

REPORT OF THE STATUTORY AUDITOR

ON THE FINANCIAL STATEMENTS (IFRS) – SPICE PRIVATE EQUITY LTD

CORPORATEGOVERNANCE

56 ANNUAL REPORT 2015 CORPORATE GOVERNANCE

CORPORATE GOVERNANCE AT SPICE PRIVATE EQUITY LTD

Preliminary remark: Spice Private Equity Ltd (the Company)

(formerly APEN Ltd) changed its company name during 2015.

This name change was adopted by the Extraordinary General

Meeting (EGM) held on 26 February 2015.

1. GROUP STRUCTURE AND SHAREHOLDERS

Spice Private Equity Ltd

Spice Private Equity Ltd is a holding company according to

Swiss law and has its registered office at Industriestrasse 13c,

6300 Zug, Switzerland.

Group Structure as of 31 December 2015

The Company owns all shares in Spice Private Equity (Ber-

muda) Ltd through which investments are made exclusively

in emerging markets, covering various regions, in particular

Asia-Pacific, Sub-Saharan Africa and Latin America.

GP INVESTMENTS

(SHAREHOLDER)

NEWBURY PARTNERS

(SHAREHOLDER)

SPICE PRIVATE EQUITY LTD,

ZUG*

SPICE PRIVATE EQUITY

(BERMUDA) LTD**

GP ADVISORS LTD,

ZURICH

GP ADVISORS

(BERMUDA) LTD

BoD***

IC****

100 %

100 % 100 %

FORTRESS ENTITIES

(SHAREHOLDER)

OTHER

SHAREHOLDERS

1

3

2

1 Administration Agreement between GP Advisors Ltd, Zurich and Spice Private Equity Ltd


3 Investment Management Agreement between GP Advisors (Bermuda) Ltd and Spice Private Equity (Bermuda) Ltd

* Spice Private Equity Ltd, formerly APEN Ltd

** Spice Private Equity (Bermuda) Ltd, formerly APEN Bermuda EM Ltd

*** Board of Directors

**** Investment Committee

Organizational Structure as of 31 December 2015

57CORPORATE GOVERNANCE ANNUAL REPORT 2015

Significant Shareholders

There are several shareholders with a reported participation

exceeding the 3 % threshold of the Company’s share capital.

The number of shares and voting rights of the major share-

holders are disclosed in Note 8 of the IFRS financial state-

ments.

Disclosure notices relating to persons or groups with signif-

icant shareholdings (more than 3 % of voting rights) can be

found at:

https://www.six-exchange-regulation.com/en/home/

publications/significant-shareholders.html

Cross Shareholdings

There are no cross-shareholdings with other companies.

2. CAPITAL STRUCTURE

Capital

As of 31 December 2015, the issued share capital of the

Company, as registered in the commercial register, was

CHF 53 637 170, divided into 5 363 717 fully paid registered

shares with a nominal amount of CHF 10.00 each. As per

the same date, the Company held 6 395 shares as treasury

shares. The reserves from capital contributions (statutory

reserves) amounted to CHF 384.5 million and the market

capitalization to CHF 130.9 million.

The shares are listed on the SIX Swiss Exchange (ISIN:

CH0009153310).

Changes of Capital

In June 2013 the share capital was increased by CHF 12 387 170

through the issuance of 1 238 717 new shares with a nominal

value of CHF 10.00 each by utilizing the authorized share cap-

ital. There were no further share capital increases or other

changes to the share capital during the last three reporting

years.

Shares and Participation Certificates

There are no shares with preferential rights or similar rights.

Each share is entitled to one vote and has full dividend rights.

voting rights may be exercised only after a shareholder has

been registered in the Company’s share register. No shares

and/or share certificates will be physically issued to share-

holders. Transfers of shares are effected through a book-entry

system maintained by SIX SIS Ltd.

There are neither participation certificates nor profit sharing

certificates.

Authorized and Conditional Capital

The Board of Directors is entitled to an increase in authorized

capital up to a maximum amount of CHF 26 818 580 by issu-

ing no more than 2 681 858 shares with a nominal value of CHF

10.00 each. The authorization expires on 26 May 2017. Shares for

which subscription rights were granted but not executed are at

the Board of Director’s disposal. The pre-emptive rights of the

shareholders can be excluded in case of acquisitions of other

companies or additional listings on foreign stock exchanges.

The share capital may be increased from conditional capital

in connection with the exercise of conversion or option rights,

which are granted in connection with bonds or similar debt

instruments up to a maximum amount of CHF 26 818 580 by

issuing no more than 2 681 858 shares with a nominal value

of CHF 10.00 each. In connection therewith, the sharehold-

ers’ pre-emptive rights are excluded. Whenever options or

conversion rights are issued, the Board of Directors shall be

entitled to withdraw the preferential subscription rights of

shareholders for valid reasons.

For further details see also Article 4b and 4c of the Articles of

Association available on the Company website.

Limitations of Transferability

The Company’s shares are freely transferable, without any lim-

itations, provided that the buyers declare they are the benefi-

cial owners of the shares.

See also Article 4 of the Articles of Association available

on the Company website.

Convertible Bonds and Warrants/Put and Call Options/

right of First Refusal

PutandcalloptionofDrawbridgeSpecialOpportunitiesFund

Pursuant to the Subscription Agreement dated 17 May 2013

between Drawbridge Special Opportunities Fund LP, New

York, NY, USA (“Fortress-Drawbridge”) and the Company,

Fortress-Drawbridge has the right to sell to the Company

717 266 shares acquired in connection with the implementa-

tion of the new corporate structure in 2013. This right to sell

may be exercised for the first time on 12 June 2014 and not lat-

er than 12 June 2018 (provided that such exercise period shall

be extended up to the date, when the Company may purchase

such shares in compliance with the relevant rules of the Swiss

Code of Obligations governing the acquisition of own shares).

The exercise price is CHF 21.80 per share.

The Subscription Agreement also provides that the Company

has the right to buy from Fortress-Drawbridge the 717 266


shares. This right to buy may be exercised for the first time

on 12 June 2014 and not later than 12 June 2018. The exercise

price shall be CHF 41.50 per share.

RightoffirstrefusalofGPSwissLtd

Pursuant to the Subscription Agreement dated 17 May 2013

between GP Swiss Ltd (formerly GP Secondaries Investment

Company (Switzerland) Ltd) a subsidiary of GP Investments

Ltd and the Company, the Company grants to GP Swiss Ltd,

for as long as GP Swiss Ltd holds at least 10 % of the share

capital of the Company outstanding from time to time, but

in no event for longer than two years after the put and call

arrangement (referred to above) shall have expired, a right of

first refusal with respect to any shares acquired by the Com-

pany under the above mentioned put and call arrangement.

The right of first refusal entitles GP Swiss Ltd to purchase the

relevant number of shares previously transferred to the Com-

pany upon exercise of the put option or the call option, in the

event that the Company were to sell or otherwise directly or

indirectly transfer, all or a part of such shares to an independ-

ent third party. If GP Swiss Ltd exercises its right of first refus-

al, it will pay the same price as the third party offered to pay

for the relevant shares or, in the absence of such a third party

offer, the bona fide price and terms offered by the Company.

3. BOARD OF DIRECTORS

Responsibilities

The Board of Directors consists of one or more members. The

Board of Directors is ultimately responsible for the policies

and Management of the Company. The Board of Directors

establishes the strategic, accounting, organizational and

financing policies of the Company. The Board of Directors

further determines the authorized signatories of the Company

and their signing authority. The Board of Directors is entrust-

ed with preparing meetings of the shareholders and carrying

out Shareholders’ Resolutions. Since 1 July 2013, the Board of

Directors has discontinued the delegation to a Management

Board of the day-to-day operations of the Company and has

carried out these functions by itself.

Meeting Schedule

The Board of Directors usually meets four times per year in

person (minimum twice). The regular meetings are typically

held in March, May, August and November. Additional meet-

ings are called on short notice if and when required. In the year

under review, four board meetings took place. Each of the

regular board meetings has a special focus which is basically

connected to the Company’s reporting rhythm. Such focuses

are the financial statements, interim results, the medium-term

plan, foreign exchange exposure, the Annual General Meet-

ing (AGM) and corporate governance. The Board of Directors

resolves by majority vote with the presence of a majority of

members. The average duration of a board meeting is ninety

minutes.

Principles of the Election Procedure

The members of the Board of Directors as well as the Chair-

man of the Board of Directors are elected by the Annual Gen-

eral Meeting (AGM) according to Articles 10 and 11 of the Ar-

ticles of Association available on the Company website. The

members of the Board of Directors are elected for a term of

office of one year (or, in case of an election at an Extraor-

dinary General Meeting (EGM), for a term of office until the

next Annual General Meeting (AGM)), with the possibility of

repeated re-election.

Members of the Board of Directors

Eduardo Leemann, born 1956, Swiss citizen, Chairman, exe-

cutive member, term of office expires in 2016.

Mr. Leemann joined Falcon Private Bank Ltd. (formerly AIG

Private Bank) in 1997 as Chief Executive Officer in Zurich

serving later as Chairman of the Board. He returned to the

Executive Board of the Bank in September 2008 and is now

appointed Chief Executive Officer of Falcon Private Bank. He

previously worked at Goldman, Sachs & Co Bank as Member

of the Management Committee and Head of Private Bank-

ing. Prior to that, Eduardo Leemann was Deputy to the Head

of Private Banking worldwide at Bank Julius Baer with direct

responsibilities for the Western Hemisphere, Switzerland as

well as the overall marketing effort in Private Banking. Prior to

that, he was responsible for building the private banking busi-

ness of Bank Julius Baer in their New York branch. Eduardo

Leemann is a graduate of the Swiss School of Economics and

Business Administration (SEBA) and the Advanced Executive

Program of the J.L. Kellogg Graduate School of Management

at Northwestern University in Chicago, USA.

Mr. Leemann joined Company’s Board of Directors and be-

came its Chairman in September 1999.

Antonio Carlos Augusto Ribeiro Bonchristiano, born 1967,

Brazilian citizen, Vice-Chairman, executive member, term of

office expires in 2016.

Mr. Bonchristiano is a member of the board and CEO of

GP Investments Ltd and a member of the Investment

Committee of GP Advisors (Bermuda) Ltd. He joined GP

Investments in 1993 and has been a Managing Director

since 1995. Prior to joining GP Investments, Mr. Bonchristiano


was a Partner at Johnston Associates Inc., a finance con-

sultancy based in London, and worked for Salomon Broth-

ers Inc. in London and New York. Currently, he serves

as a member of the Boards of Directors of AMBEV,

Lupatech, GP Advisors and GP Investments Acquisition

Corp. Mr. Bonchristiano is also on the board of several

non-profit organizations, including: Fundação Bienal and

Fundação Estudar in São Paulo, Brazil and John Carter

Brown Library in Providence, RI, USA. Previously, he

served as a member of the Boards of Directors of Allis,

BHG, Estácio, BR Properties, LAHotels, Sé Super-

mercados, ALL, Kuala, CEMAR, ABC Supermercados, Gafisa,

Hopi Hari, Submarino, Equatorial, Geodex Commumication,

Trio Assessoria (holding Sascar), BR Malls, Tempo, Magnesita

Refratários, and Playcenter. He was also previously the Chief

Financial Officer of SuperMar Supermercados and Founder

and Chief Executive Officer of Submarino. He was further

Vice-Chairman of the Board of Directors of BR Properties,

Director of Geodex Communication, Contax Participações

and IRO of ABC Supermarkets and GP Investments, Ltd. Mr.

Bonchristiano holds a Bachelor’s degree in Politics, Philoso-

phy, and Economics from the University of Oxford.

Mr. Bonchristiano joined the Company’s Board of Directors in

June 2013. Please see “Administrative Services and Investment

Management” below for a description of the significant busi-

ness connections between subsidiaries of the Company and

the GP Investments group.

David Justinus Emery, born 1962, Swiss citizen, executive

member, term of office expires in 2016.

Mr. Emery is the Founder and Chairman of Reciprocus Inter-

national Pte Ltd, a Global M&A Advisory Boutique based in

Singapore. Prior to setting up his own firm in October 2011, he

was with Dun & Bradstreet, Inc (D&B) for over 16 years, lastly

as Member of the Group’s Executive Board (GLT), President of

Asia-Pacific and Head of International Business Development

and M & A. Mr. Emery serves today as an advisor to several

organizations and government agencies and sits on several

boards. He is also an entrepreneur in his own right, mainly as

an early stage investor. He holds a Swiss Federal Bachelor’s

degree in Commerce and General Management.

Mr. Emery joined the Company’s Board of Directors in June

2013. During the two years prior to his election to the Board

of Directors, Mr. Emery (through Reciprocus International Pte

Ltd) served as advisor to the Company. In 2015, Reciprocus

International Pte Ltd, received no fees.

Fersen Lamas Lambranho, born 1961, Brazilian and Portuguese

citizen, executive member, term of office expires in 2016.

Mr. Lambranho is a member of the board and Chairman

of GP Investments. He joined the firm in 1998 and became

a managing director in 1999. Prior to joining GP, Mr. Lam-

branho was CEO of Lojas Americanas, where he worked

for 12 years and was a board member from 1998 to 2003.

Currently, he is Chairman of the Board of Magnesita. He

has served as chairman of the boards of Oi, Contax, Gaf-

isa and ABC Supermercados. Mr. Lambranho serves on

the boards of Centauro, BRZ Investimentos, GP Advi-

sors and GP Investments Acquisition Corp. He previously

served on the board of BRMalls, San Antonio, Allis, Estácio,

Tele Norte Leste Participações, São Carlos Empreendi-

mentos e Participações, Playcenter, Shoptime, Farmasa,

BR Properties and Americanas.com. He is a board mem-

ber of several non-profit entities, such as Fundação Bienal

de São Paulo e COPPEAD-UFRJ. Mr. Lambranho holds a

bachelor’s degree in civil engineering from the Universidade

Federal do Rio de Janeiro and a MSc degree in business

administration from COPPEAD-UFRJ. He also completed

the Owner President Management Program at the Harvard

Business School.

Mr. Lambranho joined the Company’s Board of Directors in

February 2015. Please see “Administrative Services and Invest-

ment Management” below for a description of the significant

business connections between subsidiaries of the Company

and the GP Investments group.

David Pinkerton, born 1961, US citizen, executive member,

term of office expires in 2016.

Mr. Pinkerton joined Falcon Private Bank Ltd. in October 2010

as Chief Investment Officer. Previously, he was a Managing

Director in the Alternative Investments Group at AIG Invest-

ments in New York. Mr. Pinkerton also set up a successful external

asset management business in New York to provide consult-

ing services and manage family investments. He has over

31 years of far-reaching experience and expertise in private

equity and hedge funds. David B. Pinkerton holds a Bache-

lor’s Degree in Finance and Economics from the University

of Delaware and is admitted to New York and New Jersey

State Bar.

Mr. Pinkerton joined the Company’s Board of Directors in

June 2010.

None of the members of the Board of Directors was in the

three financial years preceding the period under review (i. e.

the financial year 2015) a member of the Management of


the Company or one of the Company’s subsidiaries. Further,

neither Mr. Leemann nor Mr. Pinkerton nor Mr. Emery has sig-

nificant business connections with the Company or one of the

Company’s subsidiaries.

Internal Organisation

In connection with the implementation of the new corporate

structure as of 1 July 2013, the Board of Directors decided to

discontinue the delegation to the Management Board of the

day-to-day operations of the Company. Since 1 July 2013, the

Board of Directors carries out these functions by itself.

In view of the lean structure of the Company, the Board of

Directors did not constitute any committees, except for the

compensation committee.

Due to its relatively narrow business activities and the invest-

ment management arrangements with GP Advisors (Bermu-

da) Ltd, the Company does not have dedicated internal audit

personnel. Risks are managed via a variety of measures. These

include various regulations that are reviewed by the Board of

Directors on a regular basis.

The Company is exposed to a variety of risks such as:

• Liquidity risk (financing of unfunded commitments, loan

servicing etc.);

• Currency risk;

• Investment related risks; and

• Financial reporting by portfolio company.

The Board of Directors discusses these risks on a quarterly

basis at the board meetings and develops measures where

required.

The Company has set up its own internal control system,

which is updated and reviewed on an annual basis.

For the tasks and responsibilities of the Board of Directors see

internal regulations of the Board of Directors available on the

Company website.

Administrative Services and Investment Management

In 2013 Spice Private Equity (Bermuda) Ltd entered into a

Services Agreement with Codan Services Ltd. in respect to

administrative services to be provided in Bermuda.

In 2013, the Company and GP Advisors Ltd (formerly APEN

Services GmbH) amended their agreement on administrative

services to be provided to the Company. Under the agree-

ment, the Company issued a power-of-attorney to GP Ad-

visors Ltd staff to handle matters of a mere administrative

nature. Under this agreement, the Company shall pay to GP

Advisors Ltd an annual fee of CHF 100 000 plus out-of-pocket

expenses reasonably incurred.

In 2013, Spice Private Equity (Bermuda) Ltd entered into an

Investment Management Agreement with GP Advisors (Ber-

muda) Ltd in respect to services to be provided for its in-

vestment portfolio. The Investment Management Agreement

empowers, inter alia, GP Advisors (Bermuda) Ltd to take in-

vestment decisions on behalf of Spice Private Equity (Bermu-

da) Ltd. The agreement has an initial life of 7.5 years starting

on 1 July 2013.

In essence, Spice Private Equity (Bermuda) Ltd, pays to GP

Advisors (Bermuda) Ltd a management fee of CHF 5 mio

per annum and a performance fee of 10 % of the increase, if

any, in the Company’s NAV after a 5 % hurdle and subject to

customary catch-up and high-watermark clauses. The high-

watermark was reset to the USD value of the Company’s NAV

as of 31 December 2014 (USD 203.6 million) to reflect the

new structure and size of the Company after the sale of the

“Legacy Portfolio”. No Performance Fees have been accrued

or paid as of 31 December 2015 up to that point.

In more detail, the fees are calculated as follows:

As of 1 January 2015, the investment management agreement

was modified and provides, as of that date, in essence that

Spice Private Equity (Bermuda) Ltd shall pay to GP Advisors

(Bermuda) Ltd a management fee and a performance fee on

a modified basis (compared to the regime applicable until 31

December 2014).

The management fee per quarter shall be calculated as fol-

lows: (a) during the period from 1 January 2015 to 31 Decem-

ber 2018 (“Initial Period”), the management fee shall be equal

to the sum of (i) CHF 1 250 000 plus (ii) 1/4 of 1.5 % of the New

Capital Amount (meaning the total amount of capital raised

by the Company from the issuance and sale of ordinary regis-

tered shares or other securities of the Company after 1 Janu-

ary 2015) and (b) after the Initial Period, be equal to 1/4 of 1.5 %

of the Company’s NAV.

The performance fee shall be calculated on the basis of the

Excess Return (meaning the excess, if any, of (A) the Compa-

ny’s NAV as of the relevant calculation date over (B) the sum

of (x) the Company’s NAV as of the most recent reference

date, increased at an annual rate of 5 %, compounded annu-

ally, from such reference date through such calculation date,

plus (y) the aggregate value of each Contribution (meaning

a transfer of cash or securities into the Company in payment

or exchange for its capital stock, or as a Contribution with


respect to its capital stock) during the period from such ref-

erence date through such calculation date, increased in each

case at an annual rate of 5 % from the date of such Contri-

bution through such calculation date, less (z) the aggregate

value of each Distribution (meaning a transfer of cash or se-

curities from the Company as a dividend or Distribution with

respect to its capital stock, or in a redemption or repurchase

of it capital stock) during the period from such reference date

through such calculation date, decreased in each case at an

annual rate of 5 % from the date of such Distribution through

such calculation date) as follows: (i) first, 100 % of such Excess

Return shall be allocated to GP Advisors (Bermuda) Ltd until

GP Advisors (Bermuda) Ltd has been allocated for the rele-

vant calendar semester an amount at least equal to 10 % of the

Excess NAV Amount (meaning, with respect to any calculation

date, the excess, if any, of (A) the Company’s NAV as of such

calculation date over (B) the sum of (x) the Company’s NAV as

of the most recent reference date plus (y) the aggregate value

of each Contribution during the period from such reference

date through such calculation date, less (z) the aggregate val-

ue of each Distribution during the period from such reference

date through such calculation date) and (ii) second, 10 % of

the remaining amount of such Excess Return shall be allocated

to GP Advisors (Bermuda) Ltd.

GP Advisors (Bermuda) Ltd entered into an Investment Ad-

visory Agreement with GP Advisors Ltd, Zurich in respect of

advisory services to be provided for the investment portfolio

of the Company.

Mandates in other Entities

The number of mandates the members of the Board of Direc-

tors may exercise as member of the top governing or admin-

istrative body of other entities which are required to register

with the Swiss Commercial Register or a similar foreign regis-

ter according to Article 12 para. 1 subpara. 1 of the ordinance

against excessive compensation in listed joint stock compa-

nies (VegüV, ORAb) can be found in Article 13a of the Articles

of Association of the Company. The Articles of Association of

the Company are available on the Company website.

4. MANAGEMENT BOARD

No Management Board

Since 1 July 2013, the Board of Directors has discontinued the

delegation to the Management Board of the day-to-day op-

erations of the Company and has carried out these functions

by itself.

In light of this, the Company and GP Advisors Ltd, Zurich (for-

merly APEN Services GmbH) amended their agreement on

administrative services to be provided to the Company. The

former Chief Executive Officer of the Company, Mr. David Sal-

im together with Dr. Guido Cornella, assumed main responsi-

bility for the administrative services under the Services Agree-

ment. Neither Mr. Salim nor Dr. Cornella has any managerial

functions within the Company or its subsidiaries.

The Company will nevertheless continue to disclose in the cor-

porate governance report information regarding the responsi-

ble employees of GP Advisors Ltd, Zurich.

Responsible Employees of GP Advisors Ltd, Zurich

David Salim, born 1965, Swiss citizen.

Mr. Salim was, before joining GP Advisors Ltd, Zurich in July

2013, Chief Executive Officer of the Company from August

2010 until June 2013. He has over 20 years of professional ex-

perience in investment banking and investment management

with international financial groups and as an independent

advisor. Since 1999, he has been active in alternative invest-

ments and in particular deeply involved in managing private

equity funds and direct investments, first as founder and CEO

of Swiss Life Private Equity Partners and from 2004 as inde-

pendent advisor to family offices and institutional investors.

David Salim holds a Master of Arts degree from the School of

Economics of the University of St. Gallen (M.A. HSG).

Dr. Guido Cornella, born 1969, Swiss citizen.

Dr. Guido Cornella, joined GP Advisors Ltd, Zurich in July 2013.

He has over 15 years experience as a strategy consultant and

finance executive. Initially he worked at McKinsey & Co. in

Zurich for four years and subsequently practiced as an inde-

pendent strategy consultant with projects in private equity,

banking, insurance, telecoms, media, logistics and pharmaceu-

ticals in Europe, USA, Latin America and Asia. Additionally he

served as director of finance and marketing for a start-up for

two years. Prior to joining GP Advisors, Dr. Cornella (through

Cornella Industries) was involved in developing the Company’s

new strategy and supporting the balance sheet restructuring

transaction. In 2015, Cornella Industries received no fees.

Dr. Cornella holds an engineering degree from the Swiss Fed-

eral Institute of Technology in Zurich (Dipl. Ing. ETH) and M. S.

and Ph. D. degrees in Materials Science from Stanford Univer-

sity in California, USA.

Mandates in other Entities

As the Company has no Management Board, the Articles of

Association do not contain any rules on the number of man-

dates the members of the Management Board may exercise as


member of the top governing or administrative body of enti-

ties which are required to register with the Swiss Commercial

Register or a similar foreign register according to Article 12

para. 1 subpara. 1 VegüV.

5. COMPENSATIONS, SHAREHOLDINGS AND LOANS

Content and Method of Determining the Compensations

Performance-based Compensation and

Share Ownership Plans

The rules governing the principles of performance-based

compensation and the grant of equity securities, conversion

rights and option rights for compensation purposes accord-

ing to Article 12 para. 2 subpara. 2 and 3 VegüV can be found

in the Article 17a and 17b of the Articles of Association of

the Company. The Articles of Association are available on the

Company website.

As the Company does not have a Management Board, the Ar-

ticles of Association do not contain any corresponding rules

on compensation of the Management.

Credits and Loans

As the Company does not grant any credits, loans and post-re-

tirement benefits beyond occupational pensions to members

of the Board of Directors, its Articles of Association do not

contain any rule according to Article 12 para. 2 subpara. 1

VegüV.

Shareholder Vote on Compensation

The rules governing the shareholder vote on compensation

according to Article 12 para. 2 subpara. 6 VegüV can be found

in Article 17c of the Articles of Association. The Articles of

Association are available on the Company website.

Compensation Report

For further information on compensation, please also refer to

the compensation report on page 66 of this annual report.

6. SHAREHOLDERS’ PARTICIPATION RIGHTS

Voting-Rights Restrictions and Representations

Each registered share in the Company is entitled to one vote.

Please see also Article 7 section 1 in the Articles of Associ-

ation available on the Company website voting rights may

be exercised only after a shareholder has been registered as

shareholder with voting rights in the Company’s share register.

Rules on participating in the General Meeting

if different from Law

No restrictions. Please see Article 7 section 2 in the Articles of

Association available on the Company website.

Statutory Quora

The statutory quora comply with the applicable legal regula-

tions. Please see Article 8 in the Articles of Association avail-

able on the Company website.

Convocation of the Shareholders’ Meeting and

Proposal for Agenda Items

The rules for the convocation of the Shareholders’ Meeting

comply with the applicable legal regulations. The convoca-

tion may also be requested by one or several shareholders

representing together at least ten percent of the share capital.

In accordance with the applicable legal regulations, one or

several shareholders holding at least ten percent of the share

capital or shares with an aggregate nominal value of CHF

1 000 000 are entitled to propose items for the agenda of the

Shareholders’ Meeting. Please see also Articles 5 and 6 in the

Articles of Association available on the Company website.

Registration in the Share Register for Annual General

Meeting (AGM) 2016

In 2016, the Annual General Meeting (AGM) is scheduled to be

held on 19 May 2016; investors who wish to attend the Annual

General Meeting (AGM) 2016 must be registered in the share

register of the Company no later than 27 April 2016.

Independent Proxy

The Articles of Association of the Company do not contain

any rules on the submission of directives to the independent

proxy or the electronic participation in the Annual General

Meeting (AGM).


7. CHANGES OF CONTROL AND DEFENCE MEASURES

Duty to make an Offer

There is no duty to make an offer (opting-out; please see also

Article 23 in the Articles of Association available on the Com-

pany website pursuant to Article 32 of the Federal Stock Ex-

change Act (SESTA).

Change of Control Clauses

The Company has agreed to change of control clauses for the

benefit of the Board Members with respect to Stock Appre-

ciation Rights (SARs), in that vesting may be immediate in a

change of control situation. Such benefits are also granted to

Mr Salim and Dr. Cornella, executive officers of GP Advisors

Ltd, Zurich, and to certain other non-executive employees of

GP Advisors Ltd, Zurich.

8. AUDITORS

Date of Assumption of the existing Auditing Mandate

PricewaterhouseCoopers AG (PwC) is elected until the next

Annual General Meeting which is scheduled to be held on 19

May 2016.

Responsible Partner: Daniel Pajer (since 2012).

Total of Audit Fees in 2015

TUSD 151

Additional Fees in 2015

TUSD 10 additional fees related to tax preparation and FATCA

services.

Supervisory and Control Instruments vis-à-vis the Auditors,

Control Instruments

Since there is no Audit Committee and no separate internal

audit function, the Auditors’ report is presented to the whole

Board of Directors as a part of the annual report.

In addition, the responsible Auditor participates in the Annual

General Meeting and is standing by for questions and detailed

audit information.

9. INFORMATION POLICY

The Company aims to offer the shareholders a high degree of

transparency. In this respect the Company published during

2015 an annual report, a semi-annual report, two quarterly

reports, and monthly factsheets.

In between the above described publications relevant infor-

mation (including information subject to ad-hoc publicity ac-

cording to section 53 of the SIX Swiss Exchange Listing Rules)

is published in the form of press releases and available on the

Company website.

COMPENSATIONREPORT

66 ANNUAL REPORT 2015 COMPENSATION REPORT

1 BOARD COMPENSATION

1.1 Member of the Board-Compensation from 1 January 2015 until 31 December 2015 (audited)

in TCHF

Base

compensation

Variable

compensation

Other

benefits Total

Board of Directors

Eduardo Leemann (Chairman and Member of the Compensation Committee) 100 – 13 113

Antonio Carlos Augusto Ribeiro Bonchristiano (Vice-Chairman and Member of the Compensation Committee) 50 – 7 57

David Justinus Emery (Member of the Compensation Committee) 85 – 11 96

Fersen Lamas Lambranho (Member of the Compensation Committee) 1) 50 – 7 57

David Pinkerton (Member of the Compensation Committee) 75 – 10 85

Alvaro Lopes da Silva Neto (Member of the Compensation Committee) 2) – – – –

Total Board of Directors 360 – 48 408

Note:

• “Base Compensation” comprises exclusively board meeting attendance fees.

• Stock Appreciation Rights (SARs) constitute Variable Compensation and are reported under “Variable Compensation”.

The amount reported corresponds to the value of the SARs allotted in the relevant business year.

• “Other Benefits” means social security insurance contributions paid by the Company with respect to compensation of Board Members.1) Board member since 26 February 2015.2) Board member until 26 February 2015.

Company’s Board of Directors compensation for 2015 was paid in May and December 2015.

1.2 Member of the Board-Compensation from 1 January 2014 until 31 December 2014 (audited)

in TCHF

Base

compensation

Variable

compensation

Other

benefits Total

Board of Directors

Eduardo Leemann (Chairman and Member of the Compensation Committee) 102 15 8 125

Antonio Carlos Augusto Ribeiro Bonchristiano (Vice-Chairman and Member of the Compensation Committee) 52 15 4 71

Alvaro Lopes da Silva Neto (Member of the Compensation Committee) 52 15 4 70

David Justinus Emery (Member of the Compensation Committee) 87 15 7 109

David Pinkerton (Member of the Compensation Committee) 77 15 6 98

Total Board of Directors 370 75 28 472

Note:

• “Base Compensation” comprises exclusively board meeting attendance fees.

• Stock Appreciation Rights (SARs) constitute Variable Compensation and are reported under “Variable Compensation”.

The amount reported corresponds to the value of the SARs allotted in the relevant business year.

• “Other Benefits” means social security insurance contributions paid by the Company with respect to compensation of Board Members.

Company’s Board of Directors compensation for 2014 was paid in December 2014.

2 MANAGEMENT COMPENSATION AS

OF 31 DECEMBER 2015 AND 31 DECEMBER 2014

In the absence of a Management Board, the Company has not

paid remuneration to a Management Board in 2015 and 2014.

3 CREDITS OR LOANS AS OF 31 DECEMBER 2015

AND 31 DECEMBER 2014

No credits or loans were granted to any current or former

members of executive bodies or related parties nor are any

credits or loans outstanding.

The Company did not pay any non-market standard compen-

sation, directly or indirectly, to any current or former members

of the executive bodies or related parties.

COMPENSATION REPORT 2015

67COMPENSATION REPORT ANNUAL REPORT 2015

We have audited the remuneration report of Spice Private

Equity Ltd for the year ended 31 December 2015. The audit

was limited to the information according to articles 14–16 of

the Ordinance against Excessive Compensation in Stock Ex-

change Listed Companies (Ordinance) contained in the table

labeled “audited” on page 66 of the remuneration report.


The Board of Directors is responsible for the preparation

and overall fair presentation of the remuneration report in

accordance with Swiss law and the Ordinance against Ex-

cessive Compensation in Stock Exchange Listed Companies

(Ordinance). The Board of Directors is also responsible for

designing the remuneration system and defining individual

remuneration packages.


Our responsibility is to express an opinion on the accompany-

ing remuneration report. We conducted our audit in accord-

ance with Swiss Auditing Standards. Those standards require

that we comply with ethical requirements and plan and per-

form the audit to obtain reasonable assurance about whether

the remuneration report complies with Swiss law and articles

14–16 of the Ordinance.


evidence on the disclosures made in the remuneration report

with regard to compensation, loans and credits in accordance

with articles 14–16 of the Ordinance. The procedures selected

depend on the auditor’s judgment, including the assessment of

the risks of material misstatements in the remuneration report,

whether due to fraud or error. This audit also includes eval-

uating the reasonableness of the methods applied to value

components of remuneration, as well as assessing the overall

presentation of the remuneration report.

We believe that the audit evidence we have obtained is suffi-

cient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the remuneration report of Spice Private Equity

Ltd. for the year ended 31 December 2015 complies with Swiss

law and articles 14–16 of the Ordinance.




Auditor in charge



COMPENSATION REPORT 2015

FINANCIAL STATEMENTS (SWISS LAW) –SPICE PRIVATE EQUITY LTD

70 ANNUAL REPORT 2015 FINANCIAL STATEMENTS (SWISS LAW) – SPICE PRIVATE EQUITY LTD

REPORTING AS OF 31 DECEMBER 2015 AND AS OF 31 DECEMBER 2014

IN TCHF

Note 31.12.2015 31.12.2014

BALANCE SHEET

Assets

Current assets



Prepayments 197 167


Non-current assets

Long-term receivables 74 184 111 405

Participations 8 72 022 30 810


Total assets 221 059 225 943


Current liabilities

Payables 20 73

Accrued charges 1 801 6 064

Total liabilities 1 821 6 1 37



Reserve from capital contributions 384 476 384 476

Accumulated deficit brought forward (218 126) (215 785)

Net profit/(loss) for the year (594) (2 340)

Treasury shares against reserve from capital contributions 9 (156) (181)



71FINANCIAL STATEMENTS (SWISS LAW) – SPICE PRIVATE EQUITY LTD ANNUAL REPORT 2015

REPORTING 1 JANUARY TO 31 DECEMBER 2015 AND 1 JANUARY TO 31 DECEMBER 2014

IN TCHF

Note

1.1.2015 –

31.12.2015

1.1.2014–

31.12.2014

INCOME STATEMENT

Operating Income

Dividend income from non-current assets 5 – 16 038

Net gain/(loss) on foreign currency exchange 73 4 544

Net realized gain/(loss) on sale of loan – 56

Net realized FX gain/(loss) on sale of participation – 22 256

Recovery/(impairment) of participation 5 1 500 (2 525)

Net gain/(loss) on sale of participation – (34 091)

Total operating income 1 573 6 278

Operating Expenses

Administration fees (99) (100)

Other operating expenses (990) (8 511)

Total operating expenses (1 089) (8 611)

Financial expense 17 (807) –

Profit/(loss) from operations (323) (2 333)

Currency translation differences gain/(loss) (265) –

Profit/(loss) before tax (588) (2 333)

Tax expenses (6) (7)

Net profit/(loss) after tax (594) (2 340)

Net profit/(loss) for the year (594) (2 340)


NOTE 1 COMPANY INFORMATION

Spice Private Equity Ltd, Zug (“the Company”) is a Swiss stock

corporation established under the relevant provisions of the

Swiss Code of Obligations (“CO”) and domiciled in Zug.

The Company’s financial statements were authorized for issue

on 16 February 2016 by the Board of Directors. The finan-

cial statements are subject to approval at the Annual General

Meeting of shareholders on 20 May 2016.

NOTE 2 MAJOR SHAREHOLDERS

Major Shareholders

The following major shareholders held shares and voting

rights of 3 % and more as of 31 December 2015 (number of

shares according to the public disclosures of shareholdings

at SIX Swiss Exchange; voting rights recalculated based on

current share capital):

Number of Shares

2015

Participation in %

2015

Number of Shares

2014

Participation in %

2014

GP Investments / Newbury Capital 1) 2 419 208 45.10 % 2 419 208 45.10 %

Drawbridge Special Opportunities Fund LP (Fortress) 717 266 13.37 % 717 266 13.37 %

OAM European Value Fund 270 149 5.04 % 270 149 5.04 %

Wellington Management Company, LLP 211 128 3.94 % 210 936 3.93 %

AXA Life 167 000 3.11 % 167 000 3.1 1 %

1) The shares are held by two entities, namely GP Swiss Ltd (Switzerland) (formerly GP Secondaries Investment Company (Switzerland) Ltd),

and Newbury Holdings A Ltd. (Cayman Islands). These two entities are connected through a shareholders’ agreement.

NOTE 3 METHOD OF FINANCIAL ACCOUNTING

These financial statements have been prepared in accordance

with the provisions of commercial accounting as set out in the

Swiss Code of Obligations (Art. 957 to 963b CO).

The company prepares financial statements in accordance

with a recognized financial reporting standard (IFRS), the ad-

ditional information in the notes to the financial statements,

the cash flow statement and the management report are

waived (Art. 961d para 1).

To better reflect the performance of the investment activities

of the Company’s participation the Board of Directors has re-

solved to change the functional currency from CHF to USD as

of 1 January 2015. The quoting currency in which shares are

traded at the SIX Swiss Exchange was also changed from CHF

to USD (20 May 2015).

Based on Board of Directors decision, the Company continues

to present the financial report in CHF, in line with provisions of

the Swiss Code of Obligations.

NOTE 4 FOREIGN EXCHANGE RATES

The following exchange rates have been applied to translate

the foreign currencies of significance for the Company:

Unit

2015

CHF

2014

CHF

Year-end exchange rates

Swiss Franc 1 USD 0.99250 0.99365

Euro 1 EUR 0.92386 1.20240

Average annual exchange rates

Swiss Franc 1 USD 0.96240 0.91542

Euro 1 EUR 0.93610 1 . 2 1 6 1 1

NOTE 5 EXPLANATION OF BALANCE SHEET AND

PROFIT AND LOSS STATEMENT POSITIONS

Spice Private Equity Ltd generated operating income of CHF 1.6

million (2014: CHF 6.3 million), operating expenses of CHF 1.1

million (2014: CHF 8.6 million), financial expenses of CHF 0.8

million (2014: nil) and a currency translation difference loss

of CHF 0.3 million (2014: nil) resulting in a net operating loss

before tax of CHF 0.6 million (2014: CHF 2.3 million loss). After

tax expenses of CHF 0.0 million (2014: CHF 0.0 million) the

net loss of the year stood at CHF 0.6 million (2014: net loss of

CHF 2.3 million). The 2015 other operating expense includes

a credit of CHF 1.1 million due to release of provision built for

NOTES TO THE FINANCIAL STATEMENTS


certain transaction costs related to the restructuring trans-

action as of 31 December 2014, reducing the other operating

expense from CHF 2.1 million to CHF 1.0 million.

The emerging-market investments within the participation

performed well. The net equity of the participation increased

by CHF 41.2 million to CHF 72.0 million. The valuation of the

participation is based on the lower of the capital contributed

to the subsidiary (cost) and the reported net equity of Spice

Private Equity (Bermuda) Ltd. Dividend income is recognized

when the Company’s right to receive payment is established.

The 2015 reported operating income and resulting net operat-

ing profit figures include the recovery of CHF 1.5 million (2014:

impairment of CHF 2.5 million) of the participation (Spice

Private Equity (Bermuda) Ltd)).

After the receipt of the first deferred payment of CHF 36.0

million (USD 37.4 million) at the end of September 2015 stem-

ming from the sale of the “Legacy Portfolio”, the outstanding

receivables from Strategic Partners amounted to CHF 111.3

million, in line with the deferred payment schedule. Cash held

across the subsidiary and the holding entity stood at CHF 49.3

million as of 31 December 2015, and unfunded commitments

amounted to CHF 28.9 million. The revolving credit facility

of CHF 74.7 million (USD 75 million) is in place to potentially

accelerate the investment pace but not to create leverage.

NOTE 6 TOTAL AMOUNT OF REPLACEMENT RESERVES

USED AND REALIZED HIDDEN RESERVES

In the year 2015, no replacement reserves used and no hidden

reserves were realized.

NOTE 7 NUMBER OF FULL-TIME POSITIONS

The Company does not have any employees (2014: nil).

NOTE 8 PARTICIPATIONS

2015

Company Domicile Function

% capital

and votes

held Currency

Share

capital


Hamilton, Bermuda

Investment Company 100 USD 1 USD

2014

Company Domicile Function

% capital

and votes

held Currency

Share

capital


Hamilton, Bermuda

Investment Company 100 USD 1 USD

NOTE 9 BALANCES AND TRANSACTIONS

WITH TREASURY SHARES

Per year-end 2015 the Company held 6 395 treasury shares

(2014: 7 917). As shown in the table below during 2015 the

Company purchased 34 797 shares (2014: 17 905) at market

conditions (average price of CHF 23.26) and sold 36 319 (2014:

9 988) at market conditions (average price of CHF 22.97).

Transactions with

treasury shares 2015 No of shares Amount in CHF Average price

As of January 1 7 917 181 057 22.87

Purchase 34 797 809 235 23.26

Sold 36 319 834 250 22.97

As of December 31 6 395 156 042 24.40

Spice Private Equity (Bermuda) Ltd does not have any hold-

ings in Spice Private Equity Ltd.

NOTE 10 LEASING

The Company has no leasing obligations.

NOTE 11 OBLIGATIONS TOWARDS PENSION FUNDS

The Company does not have any obligations towards pension

funds.

NOTE 12 SECURITIES, RESERVATION OF TITLE

The Company has not granted any securities for third parties.

The Company has not used own assets to secure liabilities,

except for the pledge to secure the loan facility (Note 17) and

none of its assets are subject to a reservation of title.

NOTE 13 CONTINGENT LIABILITIES

The Company has no contingent liabilities. Refer to Note 5

regarding unfunded commitments entered by the subsidiary.


NOTE 14 SHAREHOLDINGS, CONVERSION AND OPTION RIGHTS

Shareholdings, Conversion and Option Rights

Name Function Shares 2015 SARs 1) 2015 Shares 2014 SARs 1) 2014

Board of Directors

Eduardo Leemann Chairman 200 12 000 200 16 000

Antonio Carlos Augusto Ribeiro Bonchristiano 2) Vice-Chairman 1 702 482 8 000 1 702 482 8 000

David Justinus Emery Member – 8 000 – 8 000

Fersen Lamas Lambranho 2) Member, since 26 February 2015 1 702 482 – – –

Alvaro Lopes da Silva Neto Member, until 26 February 2015 – 8 000 – 8 000

David Pinkerton Member – 12 000 – 16 000

1) SARs are granted free of charge. Each SAR entitles the holder to receive in cash the difference between the strike price and the market price

of one share of the Company at the exercise date. A third of the SARs are each exercisable after a vesting period of one, two and three years.

The SARs expire after five years. In case of a termination of the working contract during the vesting period, the SARs are cancelled.

The Company has agreed to change of control clauses for the beneficiaries with respect to SARs, in that vesting may be immediate in a

change of control situation (this policy has been applied to all SARs issued in 2011 and 2012).2) Members Bonchristiano and Lambranho are parties to a shareholders agreement based on which the reported shares are held. The share number

disclosed for each of the two persons corresponds to the total number of shares held by the entity covered by the shareholders agreement.

For further details see disclosure of significant shareholdings as published by SIX Swiss Exchange Regulation.

No receivables and liabilities vis-à-vis direct or indirect participants and management bodies and vis-à-vis undertakings in

which there is a participation as of 31 December 2015 (31 December 2014: nil).

NOTE 15 SPECIAL EVENTS REGARDING THE PROFIT

AND LOSS STATEMENT

There have not been any extraordinary or single events nor

have there been any events relating to other periods that need

further explanation of items in the profit and loss statement.

NOTE 16 SUBSEQUENT EVENTS

Since the balance sheet date of 31 December 2015, there have

been no material events that could impair the integrity of the

information presented in the financial statements.

NOTE 17 LONG-TERM DEBT

The Company obtained a CHF 74.7 million (USD 75 million) loan

facility from Falcon Private Bank Ltd., Zurich and VP Bank Ltd.,

Vaduz on 11 May 2015. Should attractive investment opportunities

arise, the Company would be able to anticipate a portion of the

outstanding cash receivables from its sale of the “Legacy

Portfolio” at the end of 2014 and thus accelerate its invest-

ment pace.

The credit facility, if and when drawn, is secured by a pledge

on the Company’s outstanding receivables from Strategic

Partners VI Acquisitions G, L.P. (31 December 2015: CHF 111.3

million). Final maturity date for the credit facility is 29 Decem-

ber 2017 and may be extended to 30 June 2018. The credit line

reduces from the original amount of USD 75 million to USD

37.4 million on 31 March 2017 and to zero on final maturity.

The interest rate is LIBOR +3.0 % p. a. and the commitment fee

for the undrawn amount 1.25 % p. a. As of 31 December 2015, the

credit line has been drawn down for CHF nil million (31 Decem-

ber 2014: nil). Finance costs of TCHF 807 (31 December 2014:

nil) were accrued as of 31 December 2015 and charged against

financial expense.

NOTE 18 AUDITOR’S FEES

The Company during 2015 incurred the following fees to its

auditors:

Service Fee (TCHF)

Audit 146

Fees related to tax preparation and FATCA service 10


As statutory auditor, we have audited the financial statements

of Spice Private Equity Ltd, which comprise the balance sheet,

income statement and notes (pages 70 to 74), for the year

ended 31 December 2015.


The Board of Directors is responsible for the preparation of

the financial statements in accordance with the requirements

of Swiss law and the company’s articles of incorporation. This

responsibility includes designing, implementing and maintain-

ing an internal control system relevant to the preparation of

financial statements that are free from material misstatement,

whether due to fraud or error. The Board of Directors is further

responsible for selecting and applying appropriate accounting

policies and making accounting estimates that are reasonable

in the circumstances.


Our responsibility is to express an opinion on these financial

statements based on our audit. We conducted our audit in

accordance with Swiss law and Swiss Auditing Standards.

Those standards require that we plan and perform the audit to

obtain reasonable assurance whether the financial statements

are free from material misstatement.


evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to

fraud or error. In making those risk assessments, the auditor

considers the internal control system relevant to the entity’s

preparation of the financial statements in order to design audit

procedures that are appropriate in the circumstances, but not

for the purpose of expressing an opinion on the effectiveness

of the entity’s internal control system. An audit also includes

evaluating the appropriateness of the accounting policies

used and the reasonableness of accounting estimates made,

as well as evaluating the overall presentation of the financial

statements. We believe that the audit evidence we have ob-

tained is sufficient and appropriate to provide a basis for our

audit opinion.

Opinion

In our opinion, the financial statements for the year ended

31 December 2015 comply with Swiss law and the company’s

articles of incorporation.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing

according to the Auditor Oversight Act (AOA) and independ-

ence (article 728 CO and article 11 AOA) and that there are no

circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and

Swiss Auditing Standard 890, we confirm that an internal con-

trol system exists which has been designed for the preparation

of financial statements according to the instructions of the

Board of Directors.

We recommend that the financial statements submitted to

you be approved.




Auditor in charge



ON THE FINANCIAL STATEMENTS (SWISS LAW) – SPICE PRIVATE EQUITY LTD

76 ANNUAL REPORT 2015 SPICE PRIVATE EQUITYEMERGING MARKETS SPICE PRIVATE EQUITY2

ORGANIZATION

Board of Directors

Eduardo Leemann, Chairman

Antonio Bonchristiano, Vice Chairman

David Emery, Member

Fersen Lambranho, Member

David Pinkerton, Member

Investment Committee

Antonio Bonchristiano

Fersen Lambranho

Alvaro Lopes

David Salim

Auditors


Birchstrasse 160

CH-8050 Zürich

KEY INFORMATION

Swiss Security Number: 915.331

ISIN: CH0009153310

Ticker symbol: SPCE

Reuters: SPCE.BN

Bloomberg: SPCE:SW

REGISTERED OFFICES

Spice Private Equity Ltd

Industriestrasse 13c

CH-6302 Zug

Phone +41 41 710 70 60

Fax +41 41 710 70 64

[email protected]


Clarendon House

2, Church Street

Hamilton, HM 11

Bermuda


INVESTOR RELATIONS

Dr. Guido Cornella

Investor & Media Relations

GP Advisors Ltd

Löwenstrasse 29

CH-8001 Zurich

Phone +41 44 578 50 50

[email protected]

ADDRESSESAND CONTACTS

IMPRESSUM

Publisher Spice Private Equity Ltd, Zug Copy and editorial management GP Advisors Ltd, Zurich and HDK Haus der Kommunikation AG, Zollikon

Concept and design HDK Haus der Kommunikation AG, Zollikon Photography Portraits: Katharina Wernli Photography, Zurich; Images: Getty Images

Printed Climate neutral, Neidhart + Schön AG, Zurich Paper Munken Polar Highwhite


THE BRIDGETO EMERGING MARKETS.

spice annual report 2015

Documents