Performance Pierre 5 2023
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CHOOSE PERFORMANCE PIERRE 5, AN INNOVATIVE SOLUTION ELIGIBLE FOR PEA AND PEA-PME-ETI
MAIN CHARACTERISTICS
LEGAL FORM OF THE COMPANY | Partnership limited by shares with variable capital (SCA) |
ISIN CODE | FR0013510740 |
COMPANY ACTIVITY | PERFORMANCE PIERRE 5 is in the business of acquiring holdings by way of
or subscription to the capital, holding securities giving access to the capital of companies
access to the capital, of companies established in France that habitually carry on the business of
(i) property dealing, or (ii) rehabilitation, demolition, depollution,
construction with a view to resale of new buildings in France |
DATE OF REGISTRATION | 03rd February 2017 |
DURATION OF THE COMPANY | Until 29 February 2028 |
NEW OFFER PERIOD | From 11th January 2024 to 30th June 2024 |
TARGET CUSTOMERS | Natural persons / Legal entities |
DEADLINE FOR RECEIPT OF SUBSCRIPTIONS | 30th June 2024 |
MAXIMUM AMOUNT OF CAPITAL INCREASE | €7,999,962, i.e. 78,431 new shares |
ISSUE PRICE | €102 |
MINIMUM SUBSCRIPTION AMOUNT | €10,200 or 100 shares |
RECOMMENDED INVESTMENT PERIOD | Approximately 4 to 5 years (depending on the investor's entry date) |
MANAGER | Horizon Asset Management |
SHARING OF DISTRIBUTABLE PROFITS | The Manager intends to propose to the partners at each annual ordinary general meeting, as from the second financial year following the End of the Offer and if the investments (or co-investments) made allow it, a proposed distribution of profits equal to a maximum of 25% of the profits for the financial year so that the available cash can be used for the needs of its business. After allocation to the Liquidity Reserve, the Ordinary General Meeting of the limited partners and the general partner or, where applicable, where there is more than one general partner, the general body of general partners, will determine the portion of the distributable profit to be paid to the partners in the form of a (total or partial) repayment of the paid-up nominal amount of the shares held by the limited partners, by way of amortisation of capital, and/or in the form of a dividend, in which case the distributed profit will be paid as a dividend according to the following breakdown: - 5% of this balance will revert to the active partners; and - 95% of this balance will revert to the limited partners and will be distributed among them in proportion to the number of shares they hold. |
MAXIMUM AVERAGE ANNUAL EXPENSE RATES (MANAGERS AND DISTRIBUTORS) | 5,59 % |
| INVESTMENT POLICY
The Company's investment strategy consists of investing (or co-investing with Related Companies), in the form of acquiring or subscribing for equity securities or securities giving access to capital, in (i) non-trading building and sales companies (sociétés civiles de construction vente - SCCVs) established in France and carrying on exclusively and on a regular basis a property development business and/or (ii) commercial companies subject to corporation tax established in France and carrying on exclusively and on a regular basis a property development business or a property brokerage business, which are carrying on property development projects, particularly in the Île-de-France and Provence-Alpes-Côte d'Azur regions.
The Company will invest in Project Companies as follows :
- in the form of a majority or minority holding by way of acquisition or subscription to the capital of Project Companies. The Company may grant current account advances to Project Companies in which it has an interest; or
- in the form of subscriptions for securities giving access to the capital of Project Companies.
The funds invested in the Project Companies in the form of securities giving access to capital or current account advances will be used by the latter to finance their operational activity.
The Company may take out loans and grant guarantees for the purposes of property transactions financed in whole or in part by the Company and carried out by the Project Companies.
In addition, the Company does not intend to invest in preference shares.
The Company invests indirectly, and in this context the expected completion time for a property development transaction will be a minimum of 12 months and for a property development transaction a maximum of around 36 months. Once the property has been renovated or designed, lots may be marketed. The Company will mainly receive dividends (and, where applicable, capital gains on disposals or a share of the liquidation surplus at the end of the transaction, i.e. 12 or 36 months later) in respect of its shareholding and/or interest in respect of the current account contribution granted or the subscription of securities giving access to the capital.
For this reason, the Company recommends that investors invest for a period of between approximately 4 and 5 years (depending on the entry date of each investor), comprising (i) an initial collection period corresponding to the one-year Offer period and (ii) a second period of 4 years so that, depending on market opportunities, several rotations of real estate and/or property development projects can be carried out at the level of the Project Companies in which the Company invests. The Company draws investors' attention to the fact that it is at the end of these cycles that the Company will potentially be able to achieve its objective of optimum performance and be in a position to distribute its profits to its shareholders.
| RECOMMENDED INVESTMENT PERIOD
The Company will be dissolved automatically on 29 February 2028, unless early dissolution or an extension of the Company's term is decided unanimously by the active partner(s) and by the limited partners deliberating by a two-thirds majority of the votes of the partners present, represented or voting remotely as part of an extraordinary resolution (Article 5 of the Company's Articles of Association).
The liquidation surplus, i.e. the balance of the net proceeds of the liquidation after settlement of liabilities and reimbursement to the limited partners, where applicable, of the amount of capital paid up on their shares and not yet amortised, will be divided between the limited and general partners as follows :
- 5% of this amount will revert to the Active Partner(s). If there are several general partners, they will divide this amount between them as they see fit. In the absence of an agreement between the general partners on this distribution, it shall be made in equal shares between them.
- 95% of this will revert to the limited partners and will be divided among them in proportion to the number of shares they hold.
The recommended investment period is between 4 and 5 years (depending on the entry date of each investor), comprising several distinct periods (as mentioned in the timeline above).
Shareholders have had a right of withdrawal since July 2022, which they may exercise as described in the summary information document.
(1) An initial collection period corresponding to the one (1) year offer period ending on 31 December 2023.
(2) A second investment period (corresponding to the financing of the land)/disinvestment period (corresponding to the end of the holding period) of four (4) years.
From 1 July 2022 until 31 July 2026, investors will be able to make requests for withdrawal by registered letter with acknowledgement of receipt between 1 and 31 July each year.
In order to satisfy these requests, and at the end of the offer period, the Company will set up an annual liquidity reserve of 5% of the amount of share capital closed in N-1. Withdrawals will take effect in the order in which requests are received by the Company, as follows :
| BETWEEN 2022 AND 2026
Withdrawal requests will be honoured if the Company has sufficient cash representing 5% of the amount of the share capital as determined in N-1, either from the proceeds of its operations or from the retention of sums corresponding to the liquidity reserve.
IF REQUESTS FOR WITHDRAWAL < 5% OF THE AMOUNT OF SUBSCRIBED SHARE CAPITAL CLOSED IN N-1 :
Refund date : no later than 31 December of the year (year n) in which the request for withdrawal is notified.
Refund amount : equal to the net asset value of the Company's shares mentioned in the management report submitted to the Annual General Meeting of General Partners and the Annual General Meeting of Limited Partners held in the year in which the withdrawal is made.
Refund financing : The funds needed to repay the withdrawal will come either from the liquidity reserve or from the Company's operating income.
IF REQUESTS FOR WITHDRAWAL > 5% OF THE AMOUNT OF SUBSCRIBED SHARE CAPITAL CLOSED IN N-1 :
Excess withdrawal requests (based on the length of time they have been received by the Company) which have not been honoured under the above conditions will then be honoured as from 1 July of the following financial year (year N+1), without a new withdrawal request having to be notified, in order of seniority and in priority to any new withdrawal requests made in year N+1.
Refund amount : equal to the net asset value of the Company's shares mentioned in the management report submitted to the Annual General Meeting of General Partners and the Annual General Meeting of Limited Partners held in the year in which the withdrawal is made.
Removal of withdrawal request : any limited partner whose request for withdrawal has been validly notified in year n but whose withdrawal has not taken place by 31 December of year n after application of the foregoing provisions, may at any time withdraw his request for withdrawal at the end of year n by notifying the Company of his decision by registered letter with acknowledgement of receipt.
The Net Asset Value is mentioned in the management report, which is approved within six months of the closing of the accounts, i.e. by 30 June of each financial year at the latest. Withdrawal requests from 1 July onwards are therefore made at a known price.
| FROM 2027
At the end of the investment/divestment period, withdrawal requests notified between 1 July 2027 and 31 July 2027 by limited partners will be honoured with no limit other than the minimum capital of €37,000.
Refund date : no later than 31 December 2027.
Refund amount : equal to the net asset value of the Company's shares mentioned in the management report submitted to the Annual General Meeting of General Partners and the Annual General Meeting of Limited Partners held in the year in which the withdrawal is made.
Refund financing : The funds needed to repay the withdrawal will come either from the liquidity reserve or from the Company's operating income.
In the event that requests cannot be met by 31 December 2027, shareholders wishing to withdraw will be treated in the same way as all other shareholders as part of the liquidation of the Company, which will take place from 29 February 2028 (unless the Company is wound up early or its term is extended).
| AGGREGATE EXPENSE CATEGORY
MAXIMUM AVERAGE ANNUAL CHARGE RATES (MAXIMUM TFAM(1))
| TFAM MANAGER AND DISTRIBUTOR MAXIMUM | OF WHICH TFAM MAXIMUM DISTRIBUTOR | |
|---|---|---|
| Entrance fees(2) | TFAM gestionnaire et distributeur maximum : 2,24 % | Dont TFAM distributeur maximum : 1,09 % |
| Recurring management and operating costs | TFAM gestionnaire et distributeur maximum : 3,25 % | Dont TFAM distributeur maximum : 1,000 % |
| Incorporation costs | TFAM gestionnaire et distributeur maximum : 0,10 % | Dont TFAM distributeur maximum : 0,000 % |
| Non-recurring operating expenses related to the acquisition, monitoring and disposal of investments |
TFAM gestionnaire et distributeur maximum : None | Dont TFAM distributeur maximum : None |
| Indirect management fees | TFAM gestionnaire et distributeur maximum : None | Dont TFAM distributeur maximum : None |
| TOTAL TTC | 5,59 % | 2,09 % |
(1) Calculated on the basis of funds raised of €22,000,000.
(2) The Company will not charge exit fees to investors.
| STANDARDISED COMPARISON, BASED ON THREE PERFORMANCE SCENARIOS
Between the amount of ordinary shares subscribed by the investor, the management and distribution costs and the cost to the investor of the "carried interest" :
| Performance scenarios (change in value of Shares subscribed since subscription, as a % of the initial value) | TOTAL AMOUNTS, OVER A PERIOD OF FIVE AND A HALF YEARS OF THE COMPANY, FOR AN INITIAL AMOUNT OF PERFORMANCE STONE 5 SHARES SUBSCRIBED OF € 1,000 IN THE COMPANY. | |||
|---|---|---|---|---|
| Initial amount of ordinary shares subscribed | Total management and distribution fees (excluding entry fees) | Impact of carried interest(1) | Total distributions to the shareholder on liquidation (net of costs) | |
| Scénarii : Pessimistic scenario: -50%(1) | Montant initial des actions ordinaires souscrites : 1 000 € | Total des frais de gestion et de distribution (hors droits d’entrée) : 258 € | Impact du carried interest : 0 € | Total des distributions au bénéfice de l'investisseur d’actions lors de la liquidation (nettes de frais) : 243243 € |
| Scénarii : Average scenario : 150 %(2) | Montant initial des actions ordinaires souscrites : 1 000 € | Total des frais de gestion et de distribution (hors droits d’entrée) : 258 € | Impact du carried interest : 12 € | Total des distributions au bénéfice de l'investisseur d’actions lors de la liquidation (nettes de frais) : 1 231 € |
| Scénarii : Optimistic scenario : 250 %(3) | Montant initial des actions ordinaires souscrites : 1 000 € | Total des frais de gestion et de distribution (hors droits d’entrée) : 258258 € | Impact du carried interest : 62 € | Total des distributions au bénéfice de l'investisseur d’actions lors de la liquidation (nettes de frais) : 2 181 € |
Please note that the scenarios are provided for information purposes only and their presentation in no way constitutes a guarantee that they will actually be carried out.
(1) After allocation to the Liquidity Reserve, the Distributable Profit will be allocated as follows: The Ordinary General Meeting of the limited partners and the active partner or, where applicable, if there is more than one active partner, the general body of active partners, will determine the portion of the distributable profit to be paid to the partners in the form of a (total or partial) repayment of the paid-up nominal amount of the shares held by the active partners, by way of amortisation of capital, and/or in the form of a dividend, in which case the distributed profit will be paid as a dividend in accordance with the following breakdown :
– 5% of this balance will revert to the general partners; and
– 95% of this balance will revert to the limited partners and will be divided among them in proportion to the number of shares they hold.
OUR DNA: HIGH-IMPACT RESIDENTIAL PROPERTY
THE COMPLEMENTARY NATURE OF EXPERT PROFESSIONS
Through its investment vehicles, the Company audits, selects, finances and monitors real estate transactions through intra-group or external operators. It manages its investments so that the risk/return ratio It manages its investments so that the risk/return ratio, according to our analysis, is as optimal as possible for the investor.
CO-LIVING RESIDENCE
Optimising space for harmonious community living
NURSING
HOME
Fighting against medical desertification in the regions
SERVICED RESIDENCE
Extending independence with integrated services
SEPARATION OF BARE OWNERSHIP
Developing social housing
SUBSIDISED HOUSING
Reducing inadequate housing in large cities
RISK FACTORS
| MAIN RISKS RELATING TO THE COMPANY
The property development and property trading activities of the project companies in which the Company invests indirectly are subject to certain risks arising from the regulations in force, the large number of parties involved and the administrative authorisations required.
In particular, the activities developed by the Company may in retrospect have been the subject of an erroneous analysis of market opportunities by Horizon Engineering Management and may not have met with the commercial success expected.
Given the amount of its investments (or co-investments) in Project Companies, the Company may have recourse to debt up to a limit, for each investment in a Project Company, of 85% of the amount invested by the Company in the Project Company concerned. Any borrowings will be contracted at market rates and conditions, which may differ from those in force at the date of this document.
Potential risks of conflicts of interest between (i) the Company and its service providers, particularly outsourced service providers, and (ii) the Company and its investors and Affiliates could arise within the Horizon Group. In order to manage these potential risks of conflicts of interest as effectively as possible, the Manager has implemented a risk management policy for conflicts of interest. The risks of conflicts of interest are managed through a register and mapping of conflicts of interest, a dedicated procedure and a competitive tendering process for service providers.
Horizon Asset Management, the Company's Manager, is 96.34% owned by HAM Holding, 1.83% by Horizon and 1.83% by Hauterive. In addition, Horizon Engineering Management acts as a provider of essential outsourced services to the Managing Partners, providing assistance with the management of property transactions and with communication and marketing. Any significant adverse event affecting one of the Horizon Group companies could have a negative impact on the Company's business and profitability.
It is possible that the Company has made an erroneous estimate of its future costs, particularly in the current context of rising raw material prices in the building and construction sectors, which could reduce the profitability of the Company's investments (or co-investments) in Project Companies. These costs will reduce the profitability of the Company's investments even more significantly the lower the amount of funds raised under the Offer.
At present, prior to the completion of the capital raising in this Offer, the Company has sufficient net working capital to meet its obligations and cash requirements for the next six (6) months. The Company has completed (i) a capital raising of more than €13 million on 1 July 2022 and (ii) a capital raising of more than €5 million on 25 July 2023, and has a provision corresponding to the amount of its operating expenses and a liquidity reserve of 5% of the Company's share capital at the end of the financial year N-1.
The year 2022 was marked by a rise in bank lending rates, impacting borrowers wishing to buy a property. This rise could have a direct impact on the marketing of transactions, which would then be affected to the extent that a fall in sales volume would result in a lengthening of the duration of transactions, leading to lower margins.
The diversification of investments (or co-investments) in Project Companies (and consequently of the number of property projects carried by these Project Companies) may be reduced, insofar as it depends on the total amount of subscriptions, on requests for withdrawal from limited partners notified to the Company and on the granting of the loans necessary to complete the equity capital.
One of the fundamental criteria for the development of the Company's business is the presence of Mehdi GAIJI, Chairman of the Managing Partners. His temporary or permanent inability to carry out his duties could jeopardise the Company's future. However, it should be noted that Horizon Asset Management, in its capacity as Managing Partner, benefits from key-person insurance covering the death and disability of the Chairman of the Managing Partner.
Due to the form of the Company (SCA) and the Company's Articles of Association (i) the Manager may only be dismissed by the general partner for just cause or by the Commercial Court for legitimate cause at the request of any partner or of the Company itself, and (ii) the Manager is appointed by Horizon And Co 5 as a general partner of the Company, which is a wholly-owned subsidiary of the Manager.
| Main risks specific to the shares offered
There is a risk inherent in any capital investment which may lead to capital losses or poor profitability in the event of failure of the activities developed by the Company. Consequently, the Company cannot rule out the risk of partial or total loss of investment or poor profitability for investors. This risk corresponds to the normal risk borne by a capital investor. The Company considers that the probability of occurrence of this risk is medium and that its impact would be high.
It is the Company's intention to carry out successive capital raisings after the end of the Offer in order to continue to invest in Project Companies. The completion of such capital raisings, in which the existing limited partner shareholders would not necessarily participate, could have the effect of diluting their stake in the Company's capital and voting rights, especially as they do not have preferential subscription rights when new shares are issued, as decided by the Manager, up to the amount of the Ceiling Capital. Furthermore, the duration of the subscription period for the New Shares (one year) could have the effect of diluting subscribers who subscribed for New Shares at the beginning of the subscription period.
The resale of the New Shares is not guaranteed and may be uncertain, partial or even impossible.
The Company also draws the attention of investors to the fact that their requests for withdrawal may not be honoured if the Company's financial capacity does not allow it, or may be partially honoured or honoured within a period that may extend until the Company is liquidated. Investment in the Company may be blocked until 29 February 2028 and the liquidity of the Shares is therefore not fully guaranteed.
The return on investment depends on the success of the project financed.
No request for withdrawal will be honoured if the Company's financial capacity does not allow it. Investors' attention is drawn to the following facts:
- The investments made by the Company are not expected to generate distributable profits before the second financial year following the end of the Offer Period, it being specified that the Manager intends to propose to the shareholders at each Annual General Meeting, from that date onwards and if the investments made allow it, a proposal to distribute Distributable Profits equal to a maximum of 25% of the profit for the financial year ;
- In accordance with the provisions of Article L. 231-6 paragraph 3 of the French Commercial Code, each limited partner will remain liable, for a period of five years from the date of his withdrawal from the Company, to the partners and to third parties, for all obligations existing at the time of such withdrawal; it is however specified that the liability of limited partners may not exceed the amount of their shareholding in the Company's share capital (i.e. the cumulative subscription value of all the shares in the Company that they hold) ;
- The shares of limited partners who have requested withdrawal will be reimbursed at their net asset value as determined each year by the Manager
- Withdrawal requests may not be executed in full, and the liquidity of the Shares is therefore not fully guaranteed.
- Withdrawal requests must be submitted between 1 and 31 July of each year.
- With the exception of withdrawal requests made from 2027 onwards, withdrawal requests may not have the effect of reducing the Company's subscribed share capital by more than 5% compared with the amount of subscribed share capital as at the close of the financial year preceding that in which the withdrawal request is notified.
THE REGULATORY FRAMEWORK
The risk factors listed opposite are described in greater detail in the "Risk factors" sections of the summary information document. This description is not intended to be exhaustive. Other risks and uncertainties not known to the Company at the date of the summary information document or that the Company currently considers immaterial could also disrupt its business and have an adverse effect on its financial situation, results or prospects. If any of these risks materialise, the Company's business, financial condition, results of operations or prospects could be materially adversely affected. In such an event, the value of the Company's shares could fall and investors could lose all or part of the sums they have invested in the Shares.
DOCUMENTATION
REPORTING
SUBSCRIPTION PROCEDURE
Investors must send in their full subscription file by the 27th July 2023 :
HORIZON AM
Service Back Office
15 rue Cortambert
75116 PARIS
THE COMPLETE FILE INCLUDES THE FOLLOWING ELEMENTS
| THE ORIGINAL DOCUMENTS DULY COMPLETED, DATED AND SIGNED BELOW :
- Subscription form in 3 copies
- Customer information sheet
- Investor identification
- Declaration of origin of funds
| SUPPORTING DOCUMENTS TO ENCLOSE WITH THE APPLICATION :
NATURAL PERSONS
- Recto/Verso valid identity document (2 documents for French residents of foreign nationality)
- Proof of residence less than 3 months old (bill: landline telephone, gas, water, etc.)
- Company bank details of the subscriber
- Proof of origin of funds
- Cheque or transfer order
- For PEA/PEA-PME-ETI: transfer order from the cash account
LEGAL ENTITIES
- Up-to-date company articles of association signed by the legal representative
- Kbis dated less than 3 months
- Company bank details
- Recto/Verso identity document of the legal representative
- List of persons authorised to act on behalf of the company with their powers and example of signature
- Proof of origin of funds
- Cheque or transfer order
Subject to a complete and regular application file, Shares will be allocated to subscribers on a "first come, first served" basis. The date of receipt by the Manager of a complete subscription file shall be deemed to be the order of arrival of subscriptions. In the event of an incomplete application, the date of receipt will be deemed to be the date of receipt of all missing elements. Once a complete application has been received, the Manager will acknowledge receipt by sending the Subscriber proof of receipt within 15 days.
| FREE USE OF THE SUMMARY INFORMATION DOCUMENT (DIS)
- On the company's website or via the link : https://horizon-am.fr/vehicule-pp5-2023-doc/DIS.pdf
- Customer knowledge sheet
- At the head office (21 B rue Jacques Cartier, 78960 VOISINS-LE-BRETONNEUX) and at the Manager's commercial office (15 rue Cortambert, 75116 PARIS)
- On the AMF's website
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HORIZON AM
Commercial office : 15 rue Cortambert 75116 Paris
Head office : 21 rue Jacques Cartier 78960 Voisins-le-Bretonneux
Tèl : 01 73 00 59 20
Société de Gestion de Portefeuille agréée par l’AMF sous le N° : SG-16000018 en date du 24/06/2016
HORIZON AM
Sales office : 15 rue Cortambert 75116 Paris
Head office : 21 rue Jacques Cartier 78960 Voisins-le-Bretonneux
Phone : 01 73 00 59 20
Portfolio Management Company approved by the AMF under No. : SG-16000018 dated 24/06/2016
