Wendel

Good morning to everybody. Thank you for having made the time for this conference. I will make the presentation together with David Darmon. Jérôme Michel will be there also to make the presentation, Cyrille Marie on the asset management part, and Benoît Riau, our CFO. And we will all be there to answer your question after the presentation. Today, announcements is an important milestone for Vandel business model and I think value creation profile for the future. In development, two key things. We are entering into exclusive negotiation to acquire a committed advisor, a specialist of the mid-market secondary business, which will, I think, is an important element for Our platform, which is Vandel Investment Manager, which will have now three verticals, over 46 billion of private assets under management, a little bit more than 200 million of FRE expended in 26, pro forma 100% of the acquisition of a committed advisor, and also, but it's very important, This is a platform that has strong organic growth potential together with external growth potential. Vandale Investment Manager now would represent 30% of our GAV, excluding cash, performer of the acquisition of committed advisor. On the second element is we're making an evolution of our Vandale business model and the principal investment by leveraging the IK partner knowledge, experience, and platform to enhance what we call Vandel Principal Investment Performance. We'll come back on that. And also, we are simplifying our structure by the launch of IronWave and the sale of our portfolio in the venture business. Since 2023, we have made a sharp transformation of Vandel business models And today, announcements mark a key milestone in this transformation. And I think it is done in order to generate more regular revenues, more real fees. We have, in fact, now 30%, if you compare it to January 23, we were 40%, 44% was unlisted assets, 56% was listed assets. We were a pure holding company. Today, we still have a holding company activity, which is with the unlisted asset, which would still represent 40% of our asset. And we've said it is something we want to continue investing in and we'll come back on how we want to do it. And the listed asset that has reduced to 30% of the global market asset value and we have a business which we are managing which is different from being an investor it is a business which is the asset management business now it's Vandel investment manager represents 30% of the global value of the firm and excluding cash and as I mentioned it's I think now one of the significant European manager on the mid-market private asset. We have moved from 0 to 46 billion of asset under management with a global footprint in terms of investment and client base. We have three verticals which are highly complementary which offer significant organic growth potential through fundraising and product diversification and we've moved from 0 to 200 million FRE expected in 26 pro forma of the acquisition of committed advisors. So this is a business that is our business, which generates strong, predictable cash flow, and this cash flow will be returned to shareholders, which is very different from owning a company to sell it. So it's a separate business by itself, as I mentioned, and I don't think it should be valued the same way. Now we're working on enhancing our private investment business by leveraging what we've acquired, which is the platform of IK. And I think the IK partner's expertise will help us doing that. We'll do so through an advisor's contract between Vandel and IK partner for all existing and future private investments. and we'll come back onto that. But this will also generate a simplification of our structure. In the simplification part, the Vandel grows. We have incubated that activity. They will take their independence by creating Iron Wave. We will help that company to grow, and we will move away from the investment in venture funds, which we've largely started to do since a few months. That will help a simplification of our business, will help us generate higher performance, and that will reduce our cost. So it will improve our cost efficiency roughly by 15%. And then we've got a portfolio which is managed for value. This is largely composed of a listed asset, which is a Bureau Veritas in large. We have a very successful start of LIV28. we have generated 2.4 billion of proceeds throughout the reduction of our exposure to Bureau Veritas in the past, which we have reallocated in the development of our Vandel Investment Managers platform. And as you know, for Target, the squeeze-out is in process. So it's an active management of those listed assets. So clear change over there. Now, let's move a little bit on the biggest news of this quarter, which is the exclusive negotiations with committed advisors. First of all, this is really something we've been working on for some years. We've been creating some discussion and intimacy with the management of committed advisors. It's not like it was a process organized and so on. It's a one-to-one discussion based on trust, based on... the fact that we think that the quality of the team there is of very high quality. We've been having that one-on-one discussion for some years and we intensified that on the few last months in order to come to that exclusive negotiation situation that we announced today. Committed Advisor is absolutely a great specialist which is uniquely positioned on the mid-market with the potential targeting of secondary transactions which range from 20 to 200 million euros. This is a company that was created back in 2010. Today, it's a team of 50 people. Out of it, 36 are in Paris, 10 people are in London. Four in Singapore because they are covering globally, they are investing in the global world. 51, you'll see that later on, but a large part of it is in the US, Europe and Asia. Six billion is under asset management and a very strong 24% growth of their cumulative fundraising since 2010. The FRA expected for 26 is 45 million. But more importantly, I would say the return for the LPs has been over 19% gross RR consistently since the creation of Committed Advisor, which is a great illustration of the performance of the team. They've realized more than 220 transactions over the past 15 years. And they have two strategies, which is rather balanced, which is the traditional one for the secondary, which is LP-led, which is really when an LP wants to have some liquidity on their investment in a private equity fund. But they have developed, and now it's roughly half of the activity, a GP-led activity, which is basically... largely doing continuation and helping GPs in continuation vehicles. Committed Advisor will really well position itself within our platform. You know on this page you see our traditional layout of the operating model of Vandel Investment Managers and the fit between IK, Monroe and Committed Advisor I think is absolutely great. It fits in terms of product line, diversification, ability to enhance the discussion with LPs and growth potential. I think we're creating something which is very consistent with great teams that have similar culture, and that's something we spend a lot of time on to make sure that we have culture and people that can go along well together. And we're deploying our models. Maybe then I will hand over to... Cyril? No, maybe I will. Because this model is based on four pillars, which is very important. First is a model that can allow to attract talent and deliver sustainable performance for the LP. Why do we do that? We do full autonomy for the investment management firm. This is very important because those teams are great teams that have all been able to deliver superior performance for their investors, and we want that to continue. The LPs are here because they have confidence and faith in those teams and their ability to generate performance. We are focused on sustainable performance for all stakeholders, so we do transactions where we align the interests of everybody on the long term, And this alignment of interest, I think, is the guarantee of having a sustainable business that will generate value for the long term. And one of the key elements to that is to work on the management transition and retention and secure long-term capacity to deliver that value to our clients, the LPs. We have also to support the growth and the innovation an active sponsoring program that will spur the organic growth of those companies. New strategies, diversification to be launched over the next three years will be supported by our model. We're developing also a full range of wealth management products to be distributed because none of those... Apart from Monroe, the others don't have any sort of direct channel to wealth management, which is a costly thing to develop, which we can for the global platform. We can do some small lift-out and bolt-on acquisition if we want to accelerate growth, and we have an active management of our strong-growing sponsoring program so that we can, on one side, help the growth of the company, but on the other one, make sure that we don't have too much of a heavy balance sheet onto it. We have a coordinated client coverage, which is important, complementary to the LP base, which has to keep being a relationship with the GP, We take specific initiative in order to develop cross-selling, and we've got a lot of complementarity between the different LPs of our companies, specifically if I take, for example, Committed Advisor, they bring to us a large chunk of LPs that are large family offices which were less present in terms of Monroe or IK, but not only, and I think it's a key element benefit to that and we're working on strategy coverage and we're creating a centralized sales team for specific market which are not the home market of this company so that we can enlarge and accelerate the growth can take the specific case of Japan for example which we have already started and the last point is we have a nimble holding with the right expertise to oversee the activities and put a few things together in order to reduce costs. But globally, we wanted to keep it very lean and nimble. The platform is a platform at scale now, which has significant organic growth. We've made the acquisition of ICANN Monroe. Since we made the acquisition, we had organic growth of 20% of their asset under management and 16% of their FRE. We're adding to that now a committed advisor with a 6 billion of asset under management and 45 million of FRE. That leads to a global platform which is over 46 billion of euros and over 200 million of FRE assets. which rank us, if we go to the next page now, as being one of the main European listed, when we compare ourselves to the main European listed peers, to be really well positioned into it. We've not included a very large company like XQT, CDC, or Partners Group. But otherwise, we've put the European listed asset managers, and you see that now Vandel is really part of the club and ranks very well to that. We are getting to be an asset manager, not only because we still have an holding activity, but please look at us as being an asset manager together with a holding company and not a pure holding company. I know it's not an easy message to convey to the market, but that's what we're trying to achieve, and this really was our strategic objective a few years ago. And now I pass the floor to Cyril, Marie, who will go more in the specifics of Committed Advisor. Sorry, Arc is a code name of the project.

Thank you, Laurent. Thank you. Now we can use Committed Advisor. There are various ways to assess the quality of a strong GP, as Laurent said. That's the quality of a committed advisor. And let me share a few with you today. So the first one, what you see on page 12, is the growth of AUM. The priority is not growth of AUM. The priority is the performance for our client, as Laurent said. Here you see, so the firm was created in 2010 with a first fund of $250 million. Now, after 15 years, they have raised their last fund at 2.6 billion, fund five, and it has been done with the development of a strong client base. Now they have 300 LPs in 30 countries. We'll give you more detail later on. So you can see that they have built a strong relationship with their LPs. They get the trust of their LPs. They have been in a position to grow a very significant business and it's, I think, a key criteria, the trust of the client and the ability to raise money. It's a key criteria to show, to highlight the quality of this GP. The second following page, the second criteria is, I think, the diversification of their book of business and also the fact that it's really a global business. So you have four pie charts here. If we start by the bottom, you see where they invest money. And as you can see, they invest in North America, in Europe, and in Asia, because it's where you have the deal for the secondary transaction. It's why also they have offices in New York, in Paris, and in Singapore. So it's really an international business. What is also interesting in terms of diversification is that, as Laurent said, they are on the LP side and also on the GP side. So it means that they cover the full range and they can benefit of the the growth of the underlying market of the secondary market. They have the skill, the experience, and the track record to capture this. If we go now with the pie chart at the top of the slide, that's the client base. And you have 300 LPs. They are on the institutional side. They have also the family offices, which is new to us. It's very important. And on the other side, you see also 30 countries. So it's really also global business in terms of LP base. Europe is 85%, but France is 25%. So it's really a European business, and they have also a strong potential in terms of development in North America and in Asia. So diversification after growth is also a key element of committed advisor. The third way to assess the quality of a GP is the quality of the team, for sure. And here, I think what you see here, for sure, you have four partners, funders. They have a lot of experience. They have been part of... a very strong secondary firm in the past. They have built since then a very strong business. They are young, as you can see here. They are very committed, if I can say that, for this acquisition. And you will see in the structure transaction that they are there for the very long term. They are ready to reinvest all their proceeds in the funds, no cash out. I think it's a very strong message. And on top of that, below them, you have a new generation coming behind and and we will put in place what we have to do in order to incentivize them to build the next generation after the four founders. So a very strong team with a lot of experience, a very international team, and able to support, sustain a long-term development. Another criteria, if we move to the following page, is the underlying market. So we have a good team with the skills, with a strong team, And on top of that, they rely on a fast-growing market. The secondary market is a fast-growing market that relies first on the growth of the private market as a whole, for sure. And we know that it's a fast-growing market if we look at the asset management industry as a whole in terms of AUM and fees. And on top of that, the more the investor enlarges strategic allocation in private market, whether it's retail or institutional client, the more you have a need for secondary transaction in order to provide liquidity because you want to reallocate, because you want to adjust, you want to be agile in your portfolio, you need a secondary market. And that's really the underlying force behind the growth of this market. And you can see that it's very important to be on the LP-led side, but also on the GP-led side in order to have the full offer for your client. And it's exactly where he's a committed advisor with a global footprint and with a specific positioning. It's a broad market, and the positioning of committed advisors on the mean market, it's really an area where you can find value for your client. You can extract value, and you can maintain your fees, and I think it's key in their position. So to summarize, there is other criteria. We could talk during hours about the quality of their performance. I will mention that quickly, but there is their positioning, their track record, the number of transactions they have done, etc., etc. But if we summarize, so why committed advisor is the right partner for us? The first thing is the complementarity. You know, it's a new vertical after the buyout and after the private debt. It's consistent in terms of DNA, as Laurent said, in terms of culture and mid-market positioning. The second thing, and it's key, is the quality of their track record. So 19% consistent over time. And we know why they deliver performance because they have a very specific positioning and we understand how they generate performance, how they get the alpha over the long term for their clients. So that's the second criteria. The third one, I mentioned it, it's the underlying market, their positioning in the secondary market, so growth. The fourth one also is very important. So they have already a strong positioning on the buyout secondary. But with this team and this platform, we have both that, you know, a strong potential in terms of new product, new strategies. We'll do that carefully because it's very important to do this carefully. But we could also launch new strategies on infrastructure, private debt, because the need is the same in terms of secondary product. And also we can probably reinforce, you know, their positioning on the wealth management. To do so, as Laurent said, we have now a strong sponsoring program and we support them in order to accelerate their development with new engine of growth for the platform. And the last thing, I mentioned it quickly already, the quality of the team is very important and the cultural fit. We took the time to do it. It was not through a process. We had the time to discuss during due diligence, discussion with the team, and we have now a strong plan to grow this business. Let me finish with the transaction structure, totally in line with the previous transaction, in line with what we see as a key component of the long-term alignment. So the transaction where we take control and the transaction where we have long-term alignment of interest with the management team and with the LPs, which is key to us. So we initial transaction 56% of the investment management company, what we call the GP, And they want 20% of all carried interest from future funds. That's the scope of the initial transaction. And for this, we'll pay an upfront payment of 258 million. And just for the initial transaction, we will pay an earn-out between 2028 and 2030 based on two criterias. The FRE growth and also the fundraising, and it could range from 0 to 128 million. If you add the two, it means that for the 76% and the 20% of the... 56% sorry, and the 20% of CAID will pay between 258 million and 353 million, which if you compare it to what is the target for the FRE for next year, so 45 million, the implied multiple on the pre-tax basis will range between 10 times and 14 times. And then, just to highlight the long-term alignment of interest, first thing, as I said, the funder, the seller, will reinvest all their proceeds net of tax for sure in the funds, which is, you know, a strong commitment, to, for the remaining 44%, We will have put and call agreement over a long term. So as you can see, 29, 20, 30, 20, 35. And those multiple are not fixed, are based on the growth of the business, which is also, I think, very important for us. So with that, it's in line with what we did in the past. Now it's well known by all the stakeholders. I think it's clear for the LPs. They understand the way we structure the transaction. And I think it's good for the future of the company. Thank you Cyril.

Now David you'll take on the second important part which is a change in the operational implementation of our business model.

Yes, thank you Laurent and thank you Cyril. So what we've seen over the last few years is really an evolution in the market of private investments. It has become very important to be at scale to be performing and at scale means to have specialized large investment teams, operational teams, debt capital market teams and equity capital market teams. It is not crucial to have that to secure very good returns. We also believe at Dandel that we need to have a diversification in terms of sourcing of opportunities and that means to have boots on the ground and have more local presence. And last, I will say that our capital is long-term, but it's finite. And so from time to time, we had to slow down our investment, which can also limit the deal experience of our team. And we want to have a team which is very experienced and to limit the term. So with that in mind, the importance of being at scale, the importance of being local, and the importance of being permanently in the market and not in and out, we realized that we need to revise our modus operandi. With our new business model, we have the chance to have in our group the state-of-the-art PE platform, i.e. IK Partners, and so considering those conclusions on the market and the fact that in the family we have the benefit of having a partnership with IK, we have decided to change the way we're going to operate, and that's what I'm going to cover now on slide 20. So from now on, Vandale Principal Investment is going to be advised by IK Partners for all existing and future private investments. Existing meaning Stahl, Scalion, Global Decade, CPI, and ACAMS. The investments will remain owned and controlled by Vandale, so there is no asset transfer. Vandale will retain the decision-making power, both in the investment committees and on the board of those companies. So from the asset point of view, there is no change. What would be different is that IK Partners will present to Vendair new investment opportunities, opportunities with similar profile to what we look today. So there is no change in terms of investment strategy. You can recognize the $300 million of equity investment, which was where our sweet spot is today. The investments in itself could be higher because that could be the possibility of raising Co-investments, so the equity investment globally could be 300 to 600 million euros, but the share of Vandel will be around 300 million euros. Those investments will remain controlled or co-controlled private investments, and the holding horizon will typically be four or six years with the possibility of holding the assets longer on an ad hoc basis. So the same type of investment strategy, but the way we're going to operate is going to be different because we're going to benefit from the experience and ecosystem of IK. From our point of view, it's a simplification of our business model. We believe it's going to improve the performance of the principal investment portfolio, and on the top of it, it will bring some cost efficiencies. I'm turning now to page 21. In conclusion, to summarize the benefits of this new framework, We will be at scale in a market where scale is really becoming very important. We'll have the full support of the IK platform, both in meaning on the ops team, the capital markets team, the ESG team, all the resources. We'll be able to better leverage our balance sheet by potentially fundraising co-investments, which may make us capable of making larger investments. And last, we will leverage the IK Partners track record to build a new market legitimacy. So, in a nutshell, a clearer and more efficient model for Vandel.

Yes, thank you, David. I will take it from here on Vandel Growth, for which we are also announcing a simplification, which is an important step for our investment model on Vandel Growth. On the indirect side, first, that is our fund of funds strategy, we have tapped the secondary market to generate liquidity and reduce our exposure. Given the quality of our portfolio, we've been able to generate 75 million of cash at tight discounts. We are also transferring unfunded commitments in the process, which improves our liquidity profile going forward. We will continue to monitor the market for the remainder of our exposure and generate liquidity where possible, but on a selective basis. On the direct investment side, we are announcing the upcoming launch of IronWave. This is an initiative led by our direct growth team. Based on their track record, they will launch an independent GP that they will own at 70%, whilst Vandel will be a minority shareholder at 30%. and a key sponsor of the first fund. The investment thesis, which is European B2B software growth companies, makes a lot of sense, and investors in the sector are all independent and led by their management teams. This is why IronWave has already received indications of interest from large institutional investors, and they are now awaiting regulatory approvals to formally launch. With these two initiatives, we are simplifying our model for Vandal growth, and we are generating liquidity beyond what will be deployed in our own wave, which is positive. Moving now to Q3 key highlights on slide 24, and I will start by Vandal investment managers, where you can see strong growth over the first nine months. We are reporting total assets under management of 40.3 billion euros at the end of September. In terms of fee-paying AUM, the total is 29.2 billion euros, which is a 192% increase over the end of last year when adjusting for foreign exchange. This is the result of a strong fundraising at 3.4 billion euros and good deployment. Year-to-date, Monroe and IK have added 6.4 billion euros of new fee-paying AUM driven by good deployment at Monroe, 5.3 billion euros, and about a billion of new fundraising at IK Partners. Note that exits and payoffs have also been quite strong at 3.6 billion euros over the nine months. In terms of management fees, Vanden Investment Managers generated 258 million over the first nine months. This figure includes nine months of IK partners, but only six months of Monroe capital as the acquisition closed end of March this year. When comparing to the same period last year, the growth is stellar, but we only had five months of IK and no revenues from Monroe back then. Nevertheless, when you strip out for those scope effects, we are looking at a very strong organic growth over the period, driven by the successful fundraisings. Let's move to principal investment on slide 25, where most of our companies have reported good growth over the nine months, starting with Bureau Veritas, which posted 6.6% organic growth with good momentum in marine and offshore, BNI, industry, and certification. Based on this good performance, Bureau Veritas has reconfirmed its full-year outlook. ACAMS and CPI have respectively reported 9.1% and 2.7% organic growth, the latter having been temporarily impaired by ongoing federal oversight and funding uncertainty within CPI ends market in the U.S. This has, however, been offset by volume growth in terms of renewables and encouraging acceleration in activities across international markets that are up 14% year-to-date on an organic basis. As you know, Andy Harris becomes CEO of CPI, and she's replacing Tony Jace, and she's off to a good start. At ACAMS, nine-month sales were driven by double-digit growth in the American segment, whilst Asia-Pacific reversed the negative trend from 2024 and was up 7% compared to last year. Stahl and Scalion are facing more challenging market conditions, and have reported negative organic growth over the last nine months. At start, Q3 was characterized by the persistence of challenging market conditions experienced since the second half of 24, intensified by the unstable tariff landscape, which impacted performance and volumes in leather, and particularly on the 110 side. Organic growth for the nine months was minus 5.2%, while scope contributed positively by 7.3% thanks to the Weilberger acquisition. Scallion is still facing a slowdown across several sectors and geographies that is more pronounced in France and on the automotive market in Germany. This decline was partially offset by positive scope effect of 4.5%, driven by acquisitions realized that were accretive to both growth and margins. As announced in September, William Rosé has now taken office as CEO. His in-depth knowledge of the group business, combined with his unifying leadership, will be key to driving Vandel's long-term development and strategic ambitions, and we can already tell you that things are moving fast. Lastly, Globe Educate posted revenues of 270 million, representing a total increase of 12% over last year, of which 7.2% organic growth, 4.1% scope with three acquisitions having been completed over the past 12 months, and 0.8% from foreign exchange movements. Moving to net asset value on slide 26, we are reporting for Q3 163 euros per share on a fully diluted basis. Sequentially, we have seen a modest decrease of 2.8% compared to June. This is the result of the appreciation by 1.1 euros per share of the value of Vanden Investment Managers, driven by valuation multiples, but also the good performance in terms of revenue and fundraising that we just covered. The value of our principal investments has been slightly impacted, notably by the evolution of market multiples and Bureau Veritas' share price, which has impacted the value by 5.3 euros per share. Note that based on this morning's price levels, we have already recovered more than 3 euros per share compared to this level. Foreign exchange and other items have had a minor impact on the evolution of our net asset value. Lastly, our loan-to-value ratio is at 13.8% end of December, and at about 20% if we take into account the upcoming acquisition of committed advisors.

Well, thank you very much, Jerome. A little bit of a wrap-up, which is really the transformation journey that has been engaged since 2023. We have been, as you know, announcing a significant strategic shift at that time and we've put that in place in a consistent manner and a disciplined manner since then. with the acquisition of IK in October, which was announced in October 23 and closed in early 24, with the acquisition of Monroe Capital, which was announced in October 24 and closed in the first half of 25, and now with the announcement of the exclusive negotiation with Committed Advisor in October 25, and we expect, should everything goes smoothly, to close in the first quarter of 2026. So October is the month of asset management development. We also have made a significant rotation in the asset portfolio. Remember the sale of Consoncer Flexible, the acquisition of Scalion, the sale of three blocks of BV, and the acquisition of Global Decade. So a lot of activity. The asset management now is a significant part of our business and is becoming our business. It's not an investment. I want to re-insist on that. And we have simplified the framework reduce the complexity, reduce globally the cost of doing our business, and I think even change to do better performance on the long run. So Vandel Investment Manager now is really a significant European mid-market private asset platform with, and I think it's key, a good organic growth potential thanks to successful fundraising and very positive underlying market. We've been very active on the M&A, obviously, I already mentioned, and the platform synergies are being accelerated, boost in terms of distribution, network, and wider range of product for our LPs. I think we've upgraded the framework now on the principal investment by building on IK partners' unrivaled expertise. It's a new framework that will be created, more value with low cost, It enlarges our ability to accelerate value creation and existing assets. It also enhances our expectation to identify new targets and deploy capital in attractive investment opportunities together with having the ability to attract co-investment because of the IK ecosystem. And I think that will generate shareholder return enhancements in terms of dividend. We've already done that, as you know, significantly in 24 and 25. We have moved now, as you know, to an interim dividend policy, the first one being paid in November 20 for 1.5 euro per share. And this will consistently help us generating more cash flow for Vandel from Vandel Investment Manager and more value creation from Vendel Principal Investment, and it allows us to have this strong dividend policy. We have an investor day in December 2012, and we'll specifically talk about the capital allocation strategy during that period. We will talk about the other things and some of the news of the portfolio, but we'll make a specific focus on our capital allocation strategy for the future. Great. Thank you very much, and now we are at you.

disposal to discuss to answer your questions thank you as a reminder if you wish to ask a question on the phone please press star 1 1 on your telephone and wait for your name to be announced once again it's star 1 1 on your telephone and wait for your name to be announced you can also ask your questions on the webcast by typing them in the question box and click submit Olivier Allot, the Director of Financial Communication and Data Intelligence will read them. Thank you. We are now going to proceed with our first question. And the first questions come from the line of Isabel Hetrick from Autonomous Research. Please ask your question.

Hi there. It's Isabel Hetrick from Autonomous Research. Thank you for taking my questions this morning. I have three of them, please. So the first one is on Monroe Capital. And I was just wondering if you could provide any detail if the manager has exposure to first brands or tricolor at all, and then just further color on the detail of how the wider portfolio is performing at the moment, given concerns over credit in the US. And then my second question is on the committed advisors acquisition. So a lot of your peers have talked about wanting to acquire secondaries managers to help with their existing private wealth offerings. So to have like a liquidity sleeve, for example, within their existing private equity strategy. I was just wondering if you could provide some colour, if you're thinking about that at all in the potential new funds you can build or how the manager can interact with your existing platform on your private wealth offering. And then my final question is sort of related, but could you just give a broader update, please, on where you are across the platform with building out your European private wealth offering? Thank you.

Thank you very much. Okay.

Monroe Capital and private credit, which is the headline of the flavor of the month. First of all, I mean, we're not here to comment any specific exposure, but I can say that because this is the investment of the LPs, but globally, Monroe has no exposure to tricolor as a small exposure to first brand in a first lean market. situation, expect to recover a significant portion of it, but it's on its way. It's based on the assets of Monroe. It's a small part, and it's not the main, it's a little bit of the, they have made a small diversification in alternative credit strategy, which is a small portion of what they do. What Monroe is doing mostly is direct lending to corporate, and they do that to lower and mid-market corporates. The global, they're not in those big structured things and so on. What they're doing, and that's one of the key elements why we bought Monroe, is that this is a company that is structured with origination on one side, underwriting on the other side. So they've got this double-I strategy, which means that they do mainly invest in loans that they originate themselves and loans where they have a secondary look to the quality of the credits. The reality of the portfolio of Monroe is that it is in good shape. They have lower leverage ratio than the average. We tend to have around full time leverage. They have mostly covenant credit. while the credit light has developed significantly in the US. So they are very restrictive in the way they do. So we see a very good performance of the funds. They keep on being very well. They have, by the way, had their meeting with all the LP last week. That went very well. The LP were very happy about the thing and they're keeping on collecting money thanks to the strength of their model. They are very focusing themselves on sectors we just think will be, they think there's a very strong secular movement now of relocation of business within the US and probably higher inflation because of that, which I think is a longer trend of what you see. and they're focusing on business that are sensitive, positively sensitive to that, less exposed to tariff, and so benefiting from the less impact on tariff, and that's it. And they are, because you think it's... important to be, they are always in floating rates, never in fixed rates. So the only thing that we need to maybe say that there is significant money that has come to that private credit market, so that has put some pressure on the margins, and it's true that the credit spread, not the margin, the spread, the credit spread over the floating rate has slightly reduced. And that's why we've been selective in deploying money. And you see that we've got a large chunk of white powder or dry powder. I love to use white powder than white. Sorry. In Monroe, because we still want to be very selective in the way we deploy the money. And that's key to us. So, no, we're very... And I say they had this big meeting, which was a week ago, that went very, very well in Chicago with all the LLPs. And they've been very clear about, you know, where are the opportunities, the risk. And if you... They have, you know, 20 years of navigating that market. They're not new in that market. There's a lot of newcomers. They are not new. They have a very strong... infrastructure of managing that, local people on the ground, underwriting teams. So they're very, very serious about managing the risk. And by the way, we look to the quality of the credit rating of the investment, and it's in good situation. So it's something that is very highly monitored on a day-to-day basis. Now, committed advisor and private wealth and development, and maybe Cyril, do you want to say a word on that? Yeah, Cyril.

So your first question, you know, each of our GPs remain totally autonomous in terms of investment management, and we don't have in mind to favor related transactions between GPs. So IKEA will remain IKEA and committed, committed, and they will act in the interest of their LPs. And so it means that we don't have in mind to reinforce, you know, in terms of investment management, the cross-transaction, if it was your question. The other part of your question was on wealth management. And for this, for sure, we have in mind to create a platform because the sales process is different. As Laurent said, it's expensive to do so. We have already a significant presence with Monroe in the U.S. We have in mind to do the same in Europe. We'll do it carefully. The starting point is to create the products. So we are starting with IK. Something will be announced soon. And we have in mind to do the same for Monroe and for Committed. And when we have the product, probably we'll have a centralized sales team with a coordinated marketing effort to manage the relationship with the distributor. Because on this, we believe that centralization makes sense.

We're going through the regulatory process now so that we can be live. You never know when you have the green light, but normally final at the end of the year, we should be live to go on the IK for retail.

Great. Very clear. Thank you.

We are now going to proceed with our next question. And the next questions come from the line of Hannah Livdahl from Citi. Please ask a question.

Hi, guys. Thank you for your presentation this morning and for taking my questions. I just have two, please, if I can. So the first one is on the third-party asset managers. What are some of the key funds here, and will you be providing more disclosure on these? It would be helpful to be able to track them more closely for modeling purposes. And the second is, is there scope to avoid selling down your listed stakes in order to fund co-invest, spying out the minorities of your three third-party asset management businesses over the next five years? Or is it more likely that you will further reduce your listed asset portfolio to fund this growth? Thank you.

Well, key funds, I think, no, we can in the future, for sure, in future financial communication, we can provide probably some detail regarding the fund, the size, the performance of each fund, at least the key fund of the three GPs, yes. Yeah, but the name of the fund is CR... Oh, so for committed advisors, so they have one flagship, which is committed advisor secondary fund. And they have also now launched a new series of funds dedicated to GPLED called CA GPS Funds. So it's Vintage 2.

So that's the two main funds that you... So you have CISF 5, which is the last flagship, and the... CA GPS 2. CA GPS 2. for the funds. This is obviously unlisted funds. The second question was on how do we... Well, we'll make a specific... The objective is during the investor day to do a bit of work on the capital allocation. But globally, we're talking about buybacks of those put and call between 30 and 35. So it will be a mixture of the asset rotation on... of our portfolio that will be there. There's no specific thing being listed or unlisted. As we say, we are managing our listed assets based on value. We think that there's still a value creation within our portfolio. We like the LEAP28 plan for Bureau Veritas, which we've been supported, and we like what Indergarbi and his team is doing. I'm the chairman of Bureau Veritas and making sure that we're going down the right way. And I think the team is doing a great job. But, you know, we'll go more specifically on the global capital allocation part during our capital market day, investor day on December.

That's great. Thank you.

Thank you.

We are now going to proceed with our next question. And our next questions come from the line of Geoffrey Michelet from OdooBHS. Please ask your question.

Yes, thank you. Thank you for taking my question and congratulations for this platform evolution and deal. Three questions for me. The first one is on the new setup for the balance sheet investment, the proprietary investment. How incentive and carried interest for teams will be organized now, including at Vandel level as part of Vandel's management team used to be incentivized by carried interest? How is it going to evolve? The second question is also related to the new setup. I suppose that you will pay management fees to IK for the advisory work. What kind of level of fees will you pay since there will be no need to fundraise for IK, so we can suppose maybe lower management fees than a traditional one? And the third question is also on the balance sheet investment. IK is not a U.S. investor, whereas Vendel balance sheet is already exposed to the U.S. with CPI and ACAMS. Do you intend to remain an investor in the U.S. and how IK will advise you on those opportunities? Thank you very much.

Thank you for those great questions. For the interest on long-term, we have changed the system at the Vandel level already, and it was announced as the last AGM. We have no more, I mean, they've been carried interest in the past, now we have no more carried interest. The full alignment of interest of the team is based on the share price through a system of prep shares, and that will remain the same. So it is a global value for the firm rather than the individual value on each of that. In terms of management fee for IKEA, we will be around roughly around 0.8% of the value of the assets. And globally, when we take the reduction of needs in terms of the vendor level plus the payment of the fee that will generate a lower cost for us to manage the asset overall, including the fees paid and the fact that a number of the teams will not be there Some of the teams will be, by the way, joining IK, which makes sense, but globally it's a cost-saving situation. For the US, obviously the contribution of IK will be more limited while the operating partner and capital market team will bring the same sort of value.

but we will a lot of relying on the existing a team that was a over there in a in in in in yeah but but based on the thing yeah yes and so just remember that for a camps like 50 percent of turnover is outside the US so it's it's headquarter in in Washington but it has a lot of international persons where the up team of IK can be helpful as well just on the incentivation that law mentioned the vandal team but the The IK team is going to be incentivized as well with a carry to be paid by Vandel to IK.

For the new investments, yes. But again, it won't drag to us more the value than it was in the past. It's similar. system but it's for the Vandale team it's fully on the share price which I think is good and for the specific advising firm it will be for 4K the management fee I think will be clear

Thank you. And just to clarify, do you plan to continue to deploy your balance sheet in the US in direct investment, or will you limit yourself to Europe after the, let's say, IK transfer of people?

No, I think we've got opportunities in both sides of the Atlantic, and we'll do that. We told you that we tend to invest. So we'll do potentially both. We've got a good team that has been successful with investment in the U.S. They will be supported by the IK infrastructure.

Okay.

Thank you very much.

We are now going to proceed with our next question. And our next questions come from the line of Alexandre from CIC Market Solutions. Please ask your question.

Yes, good morning, and thank you for taking my questions. So the first question is the following. Can you please quantify a bit what you announced today in terms of, I would say, financial benefits of all these different initiatives. Are there any evolution of Wendell's OPEX base going forward in terms of headcount, maybe also at Wendell pro forma in 2026? So that's my first question. The second question is on the 200 million euros of SREs that you expect for 2026, would you remind us what would be Wendell's share of that of that amount. And maybe the last question is on IronWave. Can you also come back to the economics of the deal? Are you selling the entire portfolio? And on the 75 million euros that you just sold, are you selling at a discount, at a premium? And how much are you maybe going to reinvest in IronWave? Thank you.

To quantify the thing,

I mentioned that the global cost will be down by 15%. So it means OPEX, including fees paid to IK, will be down 15%. That's what I mentioned. In terms of number of people, it's always difficult to give a precise number, but globally, i can say that we have moved from uh we were uh we were close to 100 people in 2020 end of 2023 and we will be close to 65 65 people at the end of this year all together

In term of the second question, what was it?

Oh, yeah. Yeah, . So it depends really much on the dynamic between the three because we don't have the thing, but it's over 135 million of Vandel shares in 2026. And you remember our target for 2027 was 150, which as I mentioned during the introductory words, is that we are very confident to be able to be over 150 in 2027.

And on your question on IronWave, so about the 75 million we have been able to generate on the portfolio of funds, some lines were disposed at no discount. Other lines were disposed at very tight discounts.

Around 10 to 15%.

Yes, 10 to 15%. So all in all, this is the piece we sold. Altogether, we are talking of really very tight discounts. The money generated on this, which is 75% as we speak, might slightly increase if we find opportunities in the market. But as we explained, This is more than what we expect to commit as an anchor investor of IronWave. The size of our commitment will be less than 75 million. And in terms of economics, we will be a minority shareholder and for 30% of the management company. But other than that, there are no economics there that are involved. We will just be an anchor investor of IronWave.

Maybe we can say we're not selling the existing portfolio developed by Vandel Gross. It will be managed by IronWave, but it will stay on our balance sheet. So there's no transfer portfolio on that. It's they're creating a new fund and we'll help them develop that as an anchor sponsor. But there's a lot of interest from institutions that has been, I mean, well-advanced discussion with many large institutional investors to support that and We're still on the now regulatory work in order to make that live, and hopefully that will be done by the beginning of next year. You know, this is a result of... We're very proud to have made the ability to... We have a nurse, I would say. incubated incubated yeah uh thank you uh we have incubated that team they have made a a good track record in their investment and now from that they can you know raise money on the third party market and you know rule of the the game on that market when you talk about the venture market really everybody is in a situation where the The team has the majority position into it. I think it's a good team. They will have a successful fundraising and it's good to be on their side to help them doing that. To be fair, the financial implication for Vandel is small because we're talking about a very small amount altogether. So will you have to pay them also a management mandate?

for the part of the... There will be an advisory... Yes, there will be a small advisory fee on the existing assets, but it's fairly small.

But again, the advisory fee is not going to be a cost to us because we don't have the team. So it's one hand to the other. So globally, it's a neutral... but it gives them the ability now also to raise money and to generate fee out of that. I mean, and I think it's a great team. They have, I think, the ability to create a successful venture, I mean, gross business out of it.

All right. Thank you.

Thank you. There are no further questions on the phone. I want to hand back to Olivier Allot for the webcast questions. Thank you.

Thank you. We have two questions from David Seldon. What remains to do to complete the asset management platform and what are the financial means to complete your plans?

Well, you know, when you create a business, it's a permanent thing. I mean, again, I want that to be clear. It's not a company that we own to sell back. This is our business. So a business is made by organic and inorganic growth. We've made a lot of inorganic growth, but we've made some organic growth now already with the firm. The number one priority now is to give face to the organic growth of our platform. We've got a structured platform. We can add new expertise, but the number one... priority is really make sure that we grew that. We developed the cross-selling, we developed the retail initiative, we helped committed advisors to develop further through seeding their next fundraising, we helped Monroe to develop their business whether it is in the US or in Europe where we could launch an initiative with Monroe. I mean, we are on developing, and we think we can have a fast-growing asset management going further. We have a great team. Altogether, when we add up the thing, we have close to 600 people now doing asset management within a group. I think it's a very sizable platform of highly talented people with great success. So the number one priority is now let's make an organic growth. Whenever we see an opportunity that makes sense, that can add to the platform, create value for the platform, we can do. But I think now we have a sizable platform to grow.

Thank you. For unlisted assets, can you give any indications on what to expect for 2025 in terms of revenues and BDA leverage? And how do you see 2026 for them?

I don't think we give any guidance for the year of the different companies. I think Jerome gave you a fair description of where they are for the nine months. I think we have some of them that are developing very well. We have one asset which is more difficult, which is Calian, as you know, but I think we've taken a very strong measure in order to take that into account. The new management team is doing an absolutely great job. and we're very confident that now we are on the right track in order to capture. We still have a headwind from the market, but the underlying business and the way it is done, the positioning that we have on defense, aerospace is very strong. We have a lot of area where we have very good positive development. We've got a great team in Spain that we scale that we can develop further on the banking world. We've got a great team in in Canada with Manarino team that we can export. So yeah, there's a huge opportunity that we need to take, but it's the one that is the most difficult to be fair. The rest is pretty well ongoing. You want to add something, David, to that?

Just like a general comment that Q4 doesn't look very different from the year to date.

Thank you. A question from Alexandre Casas. regarding the acquisition of committed advisors. If I do a back-of-the-envelope calculation, the total value for 100% of committed advisors would be around $1 billion. Am I right?

I don't do the same math, but I don't know the envelope you use, but I don't write to the same value. You have the detail on page 17, so... again it's very difficult to say what will will be the value because it will depend on the earn out structure uh and the earn out would be today where where uh again we're paying for 56 now 258 potential earn out of 100 0 228 don't forget that this is both for 56 but also the 20 of the carriage so You have to strip out the carried cost in order to get the value of 400%. But I think what is important to us is that we're paying between 10 and 14 times FRA 26 based on the company. So So I've not made the calculation in dollars, but I think it's a bit high, your value. But it will depend. What is important is we think this company is a great company, a growing company. If I pay a higher amount of money because they grow fast, I'm happy because they grow fast.

Second question from Alexandre Casas.

regarding the organization with IK partners, does it mean that you will cut headcount in your Paris headquarters?

Yes, I mentioned that by definition, because part of the job that was done by some Vendel people now will be done by the advisory business so we do that in a good and intelligent way but yes but the work will be done and a large portion of the people that are will not be Vandell people they will be IK people tomorrow so it makes sense thank you

I have a question about Global Educates. Can you give some details on the organic growth? Is it pricing, number of students, new schools?

So it's all of the above. So we do have a growth in the enrollment that we see across the board. Obviously, there are some regions where Demography is more helpful than in other places. We have price increases, which are usually around 200 dips above inflation. And as it is mentioned, we're also opening new campuses. And so with additional capacity, we can also increase the enrollment. So the growth we expect is high single digits in terms of revenues. And it's really a combination of those three.

a few questions from local DUSA regarding Stade and Scania. Should we expect modest recovery before your end or any improvement is unlikely before 2026?

I think I already answered this question. I think we seek you for similar to the to date numbers.

We have no more questions on the web. I think we have questions by phone.

Yes, we have another question from the phone line. And the questions come from the line of Alexandre from CIC Market Solutions. Please ask your question.

Yes, me again. Thank you. One last question regarding the pipeline of opportunities for your private companies. uh asset activity can you comment uh are there any interesting things uh that you are studying on the investment side or divestment side or is it uh or on hold i would say because of the uh ak deal thank you

The direct, the principal investment, not the asset management.

Yeah, yeah, yeah. We're constantly looking to the market, so nothing is, but we will put that into the general and the new framework. Again, it's all of this business is about asset rotation, right? So it's looking to potential sell and looking to potential reinvestment. So that's what we're doing. It's not because we have this new structure that we're putting in place and that it's that we are stopping the day-to-day work. We have a lot of activities looking to either selling assets or buying assets.

Okay, thank you very much.

Thank you. There are no further questions at this time, so I hand back to you for closing remarks.

Thank you. Well, I think I've done most of it. Thank you very much for your question. I think it's an important change in the model with a true creation of an investment platform asset management platform on one side, which is really becoming one of the two businesses we have, and on the other side to be an investment company with all the means to be more efficient in the way we do that business. And I think it's really positioning us well onto that. and delivering value on the long term for clients, for our customers, shareholders and the translation of that should be within our dividend policy, as I mentioned, and we'll mention capital allocation in Invest Today. how we will allocate capital in the future, being through return to shareholders, one way being dividend or share buyback, or investment in our principal investment and investment in our asset management. That's, I think, we will tend to focus ourselves on the capital market, I mean the investor day of December. Thank you very much for being with us, and I wish you a great end of day, a great Friday. And next time we convene will be for the investor day on December 12, I think.