Glossary

French Private Equity Association (Association Française des Investisseurs pour la Croissance) The role of the AFIC, a professional association, is to promote private equity and support its development by uniting all of the companies in the sector.

Acquisition of a company by an external management team in partnership with the vendor and/or the company's management team.

Marketable security providing access to a company’s capital, issued by the company and subscribed by an investor, comprising a debt instrument (bond) and a share warrant.

A private investor (typically an industrialist or entrepreneur) who provides financial support to start-up companies. The business angel usually acts alongside the incubator or family before the seed financing stage.

A three to five-year strategic plan providing detailed commercial, technical and financial information on a company's competitive environment, products, production facilities, investments, human resources, etc.

As a central part of the LBO & Expansion business, Omnes Capital helps managers with their business buy-ins/buy-outs and reviews their plans.

Equity financing to allow a management team from the company or an outside management team to acquire an existing non-listed company, with the help of private equity investors accompanied by financial backers. This type of financing entails the creation of a holding company, which takes out debt to acquire the target company (leverage). Omnes Capital is the No. 1 equity investor in French SMEs.

The portion of any income or gains made by a private equity fund to which the fund managers are entitled.

Final stage of a deal, when all participants (company managers and financial investors) sign the requisite legal documents, particularly the shareholders' agreement, and the monies are paid out.

The acquisition of a stake in a company by several entities, under equivalent terms and conditions. Omnes Capital’s Co-Investment business consists of acquiring minority stakes in mid and large cap LBO deals alongside well known European and North American investment funds.

Series of rules governing the ethics of the profession. Omnes Capital is subject to the Compliance Code for asset management firms, their managers and members of staff, with AMF accreditation for private equity.

The number of investment proposals presented by personal contacts, specialised intermediaries, affiliated networks, or by the entrepreneurs themselves.

Series of measures to analyze and check information enabling investors to make a judgment on the company's business operations, financial position, results, outlook and organization.

Funds contributed by shareholders to a company or made available in the form of undistributed profits. The shareholders in a company bear the full risk of the business: if the company goes into voluntary liquidation, its shareholders generally lose all their investment. However, if the company is successful, the shareholders reap all the profit.

European Venture Capital Association. This Brussels-based organisation brings together European private equity professionals and operators of related services.

Equity or quasi-equity investment, generally in the form of a minority holding, to finance a company's growth or to buy out shareholders. The partner company is well-established in its market, profitable and has good growth potential. Expansion capital aims to support business owners in their expansion strategy with the aim of creating value and liquidity in the medium-term. Expansion capital is a segment of private equity and one of Omnes Capital’s key areas of expertise as part of its LBO & Expansion business line.

(French regulated mutual fund) Co-ownership of marketable securities in the family of OPCVM mutual funds.

(French regulated mutual fund investing in innovative companies) Meeting a number of legal and regulatory requirements, FCPI funds are a public savings product offering tax advantages for individual investors, subject to a minimum 60% investment in unlisted companies.

(French regulated mutual fund dedicated to private equity) FCPR is a mutual fund managed by an investment management company authorized by the Autorité des Marchés Financiers (AMF). The investment management company has the right to act in the name and on behalf of, represent and commit the fund. An FCPR must respect certain investment percentages depending upon investment type. FCPR are traditionally reserved for institutional investors but but some of the FCPR managed by Omnes Capital were opened up to qualified individual investors.

(Local investment fund) A type of FCPR that invests in unlisted SMEs in a defined geographical area.

A fund that invests in other private equity funds

Minimum return that private equity funds need to achieve before their profits are shared.

Incubation is a financial and organisational approach to the needs of newly-constituted companies. The incubator is often a facility that physically houses several start-ups, allowing them to share administrative overheads (accounting, legal services, marketing, etc.).

Via its venture capital business line, Omnes Capital finances innovative projects in the new information technologies (NICT) and life sciences (biotech) sectors.

The annualised compound return rate on an investment comprising cash outflows and inflows. It is used to measure and monitor trends in the performance of private equity deals.

Minority or majority financial interest acquired in a company. Omnes Capital is dedicated to acquiring direct stakes in unlisted companies for institutional investors or individual investors.

Investment funds invest in companies selected on the basis of certain criteria. They are often specialised according to the type of intervention (venture capital fund, expansion capital fund, LBO fund), corresponding to the various stages of a company’s maturity.

Initial Public Offering The first sale of shares in a company on the stock market that may be accompanied by a capital increase. This is one of the preferred exit routes for private equity investors wishing to realise their investment.

The lead manager of an investment deal involving a number of financial partners, diversifying the risks within the syndicate of banks or investors.

The use of external debt financing to improve the return on an investment.

The consolidation of a company's financial and business performance by acquiring and integrating other companies in the same sector (combining equity contribution and a large proportion of debt financing).

Leveraged acquisition of a company by an outside management team.

Acquisition of a company by investors and the company's management team, within the framework of a financial arrangement comprising a varying proportion of debt. Returns are provided by means of deductions from future cash flow. There are several types of leveraged buy-outs: - MBO (Management Buy-Out): acquisition of a company alongside the management team (one or more managers who are either non shareholders or minority shareholders) - MBI (Management Buy-In): acquisition of a company by an external management team - BIMBO (Buy-In-Management Buy-Out): acquisition of a company by an external management team in partnership with the vendor and/or the company's management team - OBO (Owner Buy-Out): acquisition of a company by a vehicle owned jointly by the business owner and the financial investors. Omnes Capital is a key player in this kind of deal.

A debt-financed acquisition of a mature company by financial investors and a management team from outside the company. Like an OBO, MBO, LBU or BIMBO, a management buy-in is a specific form of leveraged buy-out (LBO).

A debt-financed acquisition of a mature company by its management team, sometimes alongside some or all staff members. A variation on this is a buy-in management buy-out (BIMBO), where a management team from outside the company joins forces with existing company managers. Like an OBO, MBI, LBU or BIMBO, a management buy-out is a specific form of leveraged buy-out (LBO).

Debt financing subordinated to the senior debt. It pays a higher rate of interest than the senior debt and often gives the lenders the option of taking a subsequent equity investment. Omnes Capital has a specialist team dedicated to mezzanine financing.

Debt financing subordinated to the senior debt. In general it takes the form of subscription to bonds with share warrants issued by the beneficiary of the financing. Mezzanine debt is subject to interest at a contractual rate and offers access to capital gains. Mezzanine debt is one of Omnes Capital’s areas of expertise and constitutes a dedicated business line.

Acquisition by the owner of a company, who realises part of his portfolio while reinvesting in the holding company in order to remain a majority shareholder. Like an MBO, MBI, LBU or BIMBO, an owner buy-out is a specific form of leveraged buy-out (LBO).

OSEO ANVAR, a French limited company, is a subsidiary of OSEO, the French public industrial and commercial organisation that is overseen by the French Ministry of Economy, Finance and Industry and the French Ministry of Higher Education and Research. OSEO ANVAR's mission is to promote innovation and the transfer of technology by financing and supporting innovative projects.

A financial placement is an investment product in the form of an acquisition of securities (shares, bonds, debt instruments, savings products etc.). Omnes Capital manages investment funds offered to institutional investors or individual investors.

Investment vehicle grouping together investors to make private equity investments and share the proceeds.

Equity investment generally in unlisted companies. Private equity is designed to support unlisted companies at all stages of their growth. It includes venture capital for start-ups, expansion capital to finance growth, and buyout or acquisition financing to provide the business owner with liquidity or an exit. Omnes Capital is made up of private equity professionals who are committed to investors and their partners, defending a policy of responsible investment.

A partnership between the public and private sector to procure infrastructure, facilities and associated public services. Private enterprises design, build, finance, maintain and sometimes operate the facilities and infrastructure under a concession agreement. Through the term of the concession, the private enterprise receives revenues from either the public entity that awarded the contract, the users or a combination of both.

Acquisition of a listed company through a mix of equity investment and bank financing to take the company private.

The difference between the purchase price and sale price of an asset.

Renewable energy is a fast-growing market, offering growth of 20-25% a year. Its wide range of segments can be classified into two major categories: electricity (wind, solar and hydroelectricity) and heating (wood, biomass, geothermal, solar thermal).

The acquisition of existing shares in a company from another private equity investor or from other shareholders, or financing made available to a company as an alternative to a bank loan.

A French limited liability company that benefits from a specific tax regime. Its shareholders are private equity investors. Its sole purpose is to manage a portfolio of unlisted securities, which must comprise at least 50% of its net assets.

Private equity funds that buy units or shares in primary funds from investors seeking an early exit.

A means of exit from an LBO, consisting of selling the assets held to another financier, which sets up a new LBO arrangement.

The first round of capital for a start-up company or a company in its first two years of existence.

The senior debt is the debt financing provided by banks. Annual interest and repayments on senior debt take precedence over mezzanine debt.

An instrument entitling the holder to subscribe for new shares of the company for a given period based on a pre-set ratio and price.

Agreement governing relations between shareholders of a company (founders and equity investors).

Shares issued by a company with a warrant attached entitling the holder to subscribe for a new shares of the company.

A Luxembourg venture capital investment company.

A new legally and financially independent organization or entity formed by a split from a larger one, with or without the original company's continuing involvement.

An innovative new company offering rapid growth that has not yet launched itself on the commercial market. Omnes Capital invests in start-ups in the new information technologies (NICT) and life sciences (biotech) sectors via its Venture Capital business.

Form used to subscribe for shares or other securities, signed by the investor and returned with payment of the subscription price.

Document setting out the investment proposal sent by the prospective investors to the target company or its advisors.

Equity financing for distressed companies where there is an identified means of restoring their viability.

Investments in unlisted companies are a means of diversifying a portfolio. Less volatile than the stock markets, these investments often offer tax advantages. Omnes Capital is dedicated to acquiring direct stakes in unlisted companies.

Equity or quasi-equity financing for young companies or start-ups with a strong technological focus. Venture capital has several sub-segments, depending on the stage of the project: - seed capital to finance the pre-start-up research stage - start-up capital to finance the creation of the business and its initial trading - post-start-up capital to finance a company that has already developed a product and needs money to begin the manufacturing and marketing process. Omnes Capital is one of the key players in Venture Capital in France.