Interim / Quarterly Report • Aug 29, 2007
Interim / Quarterly Report
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Interim Financial Report H1 2007
Translation This text has been prepared in Danish and in English. In case of discrepancies, the Danish text will prevail.
Capinordic A/S – Central Business Register No. 13 25 53 42 H1 2007 The Interim Financial Report contains 27 pages, including the front page
| 1. Summary 2 | |
|---|---|
| 2. Capinordic Group key figures and ratios 3 | |
| 3. Developments in H1 2007 5 | |
| Results of the Capinordic Group 5 | |
| Development of the Capinordic Group 5 | |
| Capinordic in Denmark 5 | |
| Banking 6 | |
| Other activities – Capinordic Property Management A/S 6 | |
| Capinordic in Sweden 7 | |
| Investment Services 7 | |
| Asset Management 7 | |
| Focal points as a consequence of growth strategy 8 | |
| The Capinordic Group's major acquisitions in H1 2007 8 | |
| Integration of acquisitions 9 | |
| Bank branch in Sweden 10 | |
| Launch of the management company Capinordic Fonder in Sweden 10 | |
| Investment management company in Denmark 10 | |
| 4. Prospects 10 | |
| 5. Events after the end of Q2 2007 11 | |
| Final acquisition of Nordisk Fondservice AB 11 | |
| Merger: Proviso Fondsmæglerselskab A/S and Capinordic Bank A/S 11 | |
| Publication of Prospectus 11 | |
| Broader range of owners of Capinordic 11 | |
| 6. Major decisions by the Supervisory Board 12 | |
| Capital increases in Capinordic A/S 12 | |
| Annual General Meeting on 20 April 2007 12 | |
| 7. Company information 13 | |
| 8. The Capinordic share 14 | |
| 9. Management statement 15 | |
| 10. Financial statements of the Capinordic Group 16 | |
| Accounting policies 16 | |
| Accounting estimates and assessments 16 | |
| Income statement for the period ended 30 June 2007 17 | |
| Balance sheet at 30 June 2007 18 | |
| Statement of changes in equity at 30 June 2007 (Group) 20 | |
| Statement of changes in equity at 30 June 2007 (Parent Company) 21 | |
| Notes 22 | |
References to "the Company" are references to Capinordic A/S. References to "the Group" are references to the Capinordic Group. The Interim Financial Report has not been audited.
For H1 2007, Capinordic A/S reports:
"The Capinordic Group focuses on high-margin business areas and profitable customer segments. The growth strategy builds on acquisitions, organic growth and alliances. In H1 2007, Capinordic made a number of strategic acquisitions that strengthen the Group's market position, notably in Sweden.
Now, Capinordic has to show the shareholders the value of the investments.
We now have to focus on strengthening the basis which is to generate our organic growth. Essential factors are thus the exploitation of synergies between business areas, the utilisation of knowledge capital and knowledge sharing through focus on communications and HR and, in particular, the development of efficient IT solutions."
Additional information: Lasse Lindblad, CEO Mobile: +45 4094 0708 Telephone: +45 8816 3000 Fax: +45 8816 3003 E-mail: [email protected]
Capinordic A/S Central Business Register No. 13 25 53 42 H1 2007 Interim Financial Report Page 2 of 26
| Key figures, income statement | Q2 | Q2 | Year to date | Year to date | Year |
|---|---|---|---|---|---|
| DKK '000 | 2007 | 2006 | 2007 | 2006 | 2006 |
| Interest income | 19,191 | 977 | 35,088 | 1,285 | 20,987 |
| Interest expenses | -5,824 | -147 | -11,151 | -251 | -2,785 |
| Fee and commission income | 37,847 | 12,169 | 68,834 | 20,751 | 147,609 |
| Net interest and fee income | 48,702 | 11,350 | 88,207 | 18,212 | 155,720 |
| Other operating income | 21,179 | 3,866 | 36,853 | 3,952 | 8,529 |
| Staff costs and administrative expenses | -53,112 | -8,816 | -90,143 | -13,960 | -81,204 |
| Profit before amortisation, depreciation, impairment and tax | 20,119 | 6,123 | 56,043 | 7,791 | 83,155 |
| Profit before tax | 9,141 | 4,311 | 36,276 | 5,892 | 60,813 |
| Net profit for the period | 16,789 | 3,102 | 36,328 | 4,242 | 46,885 |
| Key figures, balance sheet DKK '000 |
30.06.2007 | 30.06.2006 | 30.06.2007 | 30.06.2006 | 31.12.2006 |
| Cash and demand deposits | |||||
| with central banks | 10,199 | 2,352 | 10,199 | 2,352 | 22,099 |
| Receivables from credit institutions and central banks | 777,389 | 407,357 | 777,389 | 407,357 | 566,844 |
| Loans, advances and other receivables at amortised cost | 645,644 | 0 | 645,644 | 0 | 440,289 |
| Intangible assets | 833,219 | 412,403 | 833,219 | 412,403 | 541,897 |
| Total assets | 3,154,861 | 1,344,806 | 3,154,861 | 1,344,806 | 1,792,032 |
| Payables to credit institutions and central banks | 253,559 | 0 | 253,559 | 0 | 46,663 |
| Deposits and other payables | 671,451 | 17,765 | 671,451 | 17,765 | 203,382 |
| Share capital | 53,547 | 42,467 | 53,547 | 42,467 | 42,467 |
| Total equity | 2,035,647 | 1,289,684 | 2,035,647 | 1,289,684 | 1,399,561 |
| Total liabilities and equity | 3,154,861 | 1,344,806 | 3,154,861 | 1,344,806 | 1,792,032 |
| Key figures, cash flow statement | Q2 | Q2 | Year to date | Year to date | Year |
| DKK '000 | 2007 | 2006 | 2007 | 2006 | 2006 |
| Cash flow from operating activities | -64,055 | -402,603 | 103,660 | -385,828 | -180,375 |
| Cash flow from investing activities | -489,909 | -408,663 | -721,200 | -450,272 | -590,514 |
| Cash flow from financing activities | 478,169 | 1,131,430 | 609,289 | 1,236,683 | 1,304,043 |
| Change in cash and cash equivalents | -75,795 | 320,164 | -8,251 | 400,583 | 533,154 |
| Ratios | Q2 | Q2 | Year to date | Year to date | Year |
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | 2006 | |
| Equity ratio | 64.52% | 95.90% | 64.52% | 95.90% | 78.10% |
| Return on equity | 3.76% | 1.72% | 4.27% | 1.28% | 6.48% |
| Capital base | 1,160,460 | 872,306 | 1,160,460 | 872,306 | 856,672 |
| Capital adequacy ratio | 70.41 | 150.81 | 70.41 | 150.81 | 114.07 |
| Average number of employees | 166 | 46 | 166 | 46 | 44 |
| Per share ratios | Q2 | Q2 | Year to date | Year to date | Year |
| 2007 | 2006 | 2007 | 2006 | 2006 | |
| Average number of shares ('000) | 107,235 | 38,980 | 95,161 | 59,742 | 61,299 |
| Share options issued ('000) | 1,992 | 793 | 1,992 | 793 | 1,992 |
| Earnings per share basic (EPS-B) | 0.16 | 0.08 | 0.38 | 0.07 | 0.77 |
| Diluted earnings per share (EPS-D) | 0.16 | 0.08 | 0.38 | 0.07 | 0.77 |
| Cash flow per share (CFPS) | -0.60 | -10.33 | 1.09 | -6.46 | -2.94 |
| Dividends per share | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Book value per share, end of period, DKK | 19.01 | 15.18 | 19.01 | 15.18 | 15.63 |
| Share price, year-end, DKK, cf. OMX Nordic Exchange Copenhagen | 27.50 | 30.00 | 27.50 | 30.00 | 30.10 |
The following paragraphs review significant events and developments recorded in H1 2007.
Group profit before amortisation, depreciation, impairment and tax for H1 2007 amounted to DKK 56,043 thousand, the profit for Q2 2007 amounting to DKK 20,119 thousand. By comparison, the Group profit before amortisation, depreciation, impairment and tax for H1 2006 amounted to DKK 7,791 thousand, the profit for Q2 2006 amounting to DKK 6,123 thousand.
After tax, the Group profit for H1 2007 was DKK 36,328 thousand as compared with DKK 4,242 thousand for the same period of 2006.
Particularly the Group's activities within Asset Management, Corporate Finance and portfolio investments made a positive contribution to Group earnings.
Group equity for the period ended 30 June 2007 was DKK 2,036 million. The capital base of the Group for the period ended 30 June 2007 was DKK 1,160 million and the capital adequacy ratio was 70.41.
The Capinordic Group saw highly positive growth in the number of customers and inflow of assets under management in H1 2007. The Group particularly experienced positive growth in Sweden. As an example, Nordisk Fondservice AB saw an inflow of 10,000 new customers in the period between the conditional agreement in May and the effective acquisition in August, and it thus manages about SEK 8.5 billion and has 57,000 customers today.
The development in Group activities in Denmark was satisfactory.
| DKK '000 | Year to date 2007 | Year to date 2006* |
Year 2006* |
|---|---|---|---|
| Net interest and fee income | 66,732 | 9,455 | 139,123 |
| Profit before amortisation, depreciation, impairment and tax |
51,946 | 5,945 | 86,084 |
| Profit after tax for the period | 35,329 | 2,958 | 50,370 |
| * All Danish activities of the Group commenced in 2006. |
The Group's net interest and fee income in Denmark rose notably compared with the same period last year. The increase in the Group's Danish activities is mainly attributable to the setting up of Capinordic Bank A/S in H2 2006 and the Group's acquisition of Proviso Fondsmæglerselskab A/S in Q2 2006.
Particularly the Group's activities within Asset Management, Corporate Finance and portfolio investments made a positive contribution to Group earnings in Denmark.
The Group's banking activities in H1 2007 were satisfactory. The listing of mermaid technology a/s and Euroinvestor.com A/S was effected, and moreover a number of direct placements of shares were made for companies already listed.
The Group's corporate banking activities included various facilitation assignments and structured funding projects offered to the Group's Private Banking customers and others. The return for customers with portfolio management agreements was higher than that of comparable indices.
Also Markets saw a positive development with an increase in turnover and traded volume as well as increasing interest in the bank's analyses.
Corporate Finance focused on the implementation of a number of major projects expected to impact on the consolidated results of H2 2007.
Moreover the merger between Capinordic Bank A/S and Proviso Fondsmæglerselskab A/S became effective on 28 August 2007. The merger strengthens the Private Banking business area. The actual merger will have no effect on the Group's revenue, results, equity or number of employees.
In addition, the Capinordic Group is carrying out portfolio investments as part of its Corporate Finance activities. Examples of this type of investments are ITH Industri Invest A/S, Euroinvestor.com A/S and Aktiebog Danmark A/S.
Portfolio investments are an integral part of the aggregate activities of Capinordic. In view of the Group's own value generation, Capinordic is thus making targeted investments through limited ownership. In that connection, Capinordic is a business partner and takes an active part by supplying management expertise, procuring capital or assisting in IPOs.
At 30 June 2007, the portfolio investments came to DKK 164 million, or 14.17% of the Group's base capital.
The subsidiary Capinordic Property Management A/S has an administration agreement with Capee f.m.b.a., which is a listed association focusing on investments in European real property.
Capee f.m.b.a. has concluded a conditional agreement to acquire a portfolio of 70 Italian properties. The total purchase price was DKK 1,884 million. In addition, Capee f.m.b.a. invested in properties in Leipzig, Flensburg, Harburg and Hamburg in the period under review.
The development in Group activities in Sweden was satisfactory. Particularly the acquisitions of Monetar Pensionsförvaltning AB and Nordisk Fondservice AB are considered essential strategic investments for the Group's future activities in Sweden. Nordisk Fondservice AB will only be included in the consolidated financial statements as from 7 August 2007.
The increase in the Group's net interest and fee income in Sweden compared with the same period in 2006 is mainly due to the acquisition and consolidation of Monetar Pensionsförvaltning AB. The acquisition thus implied an increase in the Group's Swedish activities.
When implementing the acquisitions, the Group spent resources on amalgamating the IT platforms of Unitfond AB and Nordisk Fondservice AB. Moreover, the Group analysed the future group and organisational structure in Sweden. The conclusion of this analysis was to commence close cooperation between Nordisk Fondservice AB and Unitfond AB. These initiatives have already proved expedient.
The activities in Sweden progress as anticipated, and the Group is seeing the expected growth in both the number of customers and capital under management. The effect of this growth is expected to impact on the consolidated results as from 2008.
| DKK '000 | Year to date 2007 | Year to date 2006 | Year 2006 |
|---|---|---|---|
| Net interest and fee income | 21,740 | 8,757 | 16,597 |
| Profit before amortisation, depreciation, impairment and tax |
(1,155) | 1,845 | 1,503 |
| Profit after tax for the period | (3,581) | 1,284 | 948 |
The acquisition of Monetar Pensionsförvaltning AB by Capinordic A/S became effective on 18 January 2007. Monetar Pensionsförvaltning AB manages premium pension products (PPM).
The inflow of new customers to Monetar Pensionsförvaltning AB was satisfactory, and returns were higher than comparable indices. Moreover, the company's integration into the Capinordic Group progressed positively.
The acquisition of Nordisk Fondservice AB by Capinordic A/S has become effective. Nordisk Fondservice AB will be included in the consolidated financial statements of Capinordic A/S as from 7 August 2007. Since the conditional purchase agreement was concluded in May 2007, Nordisk Fondservice AB has maintained a highly positive growth and has entered into 10,000 new agreements with customers and added SEK 1.1 billion to its capital under management. Nordisk Fondservice AB now manages SEK 8.5 billion. Nordisk Fondservice AB and Unitfond AB have identical business models and have therefore already started collaborating closely with positive results.
On 25 January 2007, Capinordic Fonder AB was licensed by the Swedish Financial Supervisory Authority to operate an asset management company with nine investment funds in the form of fund-offunds, interest rate funds and equity funds.
With the management company Capinordic Fonder AB, the Group can centralise its management activities in Sweden, which are currently conducted by three different units. This will optimise the utilisation of the Group's knowledge capital and reduce administrative costs.
The objective of Capinordic Fonder AB is to support the expansion in Sweden and to increase the earnings per krone under management. This is to be realised by expanding the distribution network, concluding cooperation agreements with institutional investors and making other strategic alliances.
Capinordic Fonder AB caters for private, corporate as well as institutional investors. Capinordic Fonder AB has seen a positive development and now also offers a number of its funds through the PPM system.
Capinordic Fonder AB has been well received by customers, business partners and the media. The company has developed positively in the period under review in terms of new customers and the return on the capital under management.
The Group's growth strategy is based on a combination of acquisitions, organic growth and strategic alliances. Based on the Group's growth strategy, the Group focal points in H1 2007 were:
Dansk O.T.C. is an investment service company with its registered office in Horsens, Jutland. The target group of the company comprises affluent private customers as well as small and medium-sized enterprises. Capinordic A/S finds it to be a natural strategy for the Capinordic Group to be represented in Jutland. The activities of Dansk O.T.C. are within the Capinordic Group's competence areas related to Corporate Banking, Markets, Private Financial Services and Asset Management. The integration of Dansk O.T.C. into the Capinordic Group is therefore estimated to have potential synergies in relation to the Group's other business activities, particularly the activities within asset portfolio management for affluent private individuals and Corporate Finance.
Dansk AMP is a European regulated market/stock exchange focusing on small and medium-sized enterprises. Today, 15 companies are listed on Dansk AMP, and the turnover in 2006 was DKK 461 million. Dansk AMP is not a natural element of the Capinordic Group's competence areas. MiFiD – the Markets in Financial Instruments Directive – introduces much stricter requirements for obtaining the right to operate a European regulated market/stock exchange. In the assessment of Capinordic A/S, Dansk AMP may be further developed with a view to a possible subsequent sale to stakeholders who want access to the European stockmarket.
Nordisk Fondservice AB was founded in 1999 and manages savings in investment funds in Sweden. Particularly since 2005, the company has seen significant growth and today has 57,000 management agreements with customers and about SEK 8.5 billion under management. Nordisk Fondservice AB is currently cooperating with 22 providers of insurance products on offering asset management, including SEB, Skandia, Länsförsäkringer, CGU Life, Moderna Försäkringer and SPP.
Nordisk Fondservice AB sells its services through a distribution network consisting of independent financial advisers (insurance brokers). Nordisk Fondservice AB has concluded cooperation agreements with about 850 insurance brokers across all of Sweden about the distribution of its products. Sweden has about 1,200 insurance brokers today.
Nordisk Fondservice AB uses a specially developed and innovative IT platform to manage its relations with customers, insurance brokers and alliance partners. The IT platform materially supports the growth scenario of the company.
As part of the Capinordic Group, Nordisk Fondservice AB in combination with Unitfond AB and Monetar Pensionsförvaltning AB will represent a major market share in the Swedish market for investment and savings products, both in terms of their number of customers, assets under management and the size of their distribution network. This is expected to expand the growth scenario and earnings basis of the Group in the form of exploitation of positive synergies. The synergies particularly relate to:
Unitfond AB and Nordisk Fondservice AB have already started collaborating with very positive results.
Steffen Rønn Fondsmæglerselskab A/S manages assets for Danish investors with cash assets exceeding DKK 25 million. Steffen Rønn Fondsmæglerselskab A/S focuses on equity investments and today has an attractive customer portfolio and DKK 1.6 billion under management.
Steffen Rønn Fondsmæglerselskab A/S will be a wholly owned subsidiary and provides:
To optimise the investments in the subsidiaries, great focus on Group integration is required to achieve a positive exploitation of synergies between the business areas.
The Group has therefore focused on setting up a platform for IT, staff and administrative procures that can support and facilitate the exploitation of positive synergies in the form of cross sales and added sales. Moreover, the Group has implemented an HR function in large subsidiaries intended to ensure retention, attraction and enhancement of competencies in the Group.
Capinordic A/S has major financial interests in Sweden. To ensure exploitation of the positive synergies, efficient decision-making processes and an anchoring of Group interests in the Swedish subsidiaries, the companies Nordisk Fondservice AB, Monetar Pensionsförvaltning AB and Unitfond AB have elected the same supervisory board. Two notable Swedish profiles are members of this supervisory board:
Lennart Andersson has had a long career in the financial sector. He is currently the chairman and co-owner of Nordisk Fondservice AB and of CGU Life AB. CGU Life AB represents the British insurance group AVIVA (previously CGNU) in Sweden. AVIVA is the world's fifth largest insurance company and the largest in Britain.
Ulf Adelshon was the party leader of the Moderata Samlingspartiet from 1981 to 1986. He is now a member of the supervisory boards of Svenska Järnvägar, SEB/Tryggstiftelsens Fullmäktige, Svenskt Näringsliv and Stiftelsen Acta. In addition, Mr Adelshon is a Senior Adviser to the law office Settervalls Advokatbyrå and to the Swedish Chamber of Commerce.
In H1 2007, the Capinordic Group has worked on preparations for the launch of a branch of Capinordic Bank. The branch will not be launched in H2 2007 as previously announced, but in H1 2008. The launch was postponed mainly due to a delay in the implementation of IT systems. At first, the bank focused on implementing IT systems that were compatible with the existing IT systems of Capinordic Bank A/S, but this turned out not to be feasible.
The branch will have offices in Stockholm and will probably be launched through profile campaigns, and the Group's existing companies in Sweden will also participate in the sales and marketing work of the bank. The branch will offer products within the four competence areas of the Group. However, at first the primary focus will be on investment and savings products and advisory services.
On 25 January 2007, the Capinordic Group launched Capinordic Fonder AB in Sweden, which offers nine funds, some of which have already been admitted to the PPM system. Since its launch, Capinordic Fonder AB has seen a positive development.
The Capinordic Group continued its work in H1 2007 of setting up an investment management company. Capinordic A/S thus concluded a conditional purchase agreement on the acquisition of Steffen Rønn Fondsmæglerselskab A/S.
Steffen Rønn Fondsmæglerselskab A/S will be included in the Group as a wholly owned subsidiary. The Capinordic Group expects to submit an application for a licence to operate an investment management company on the basis of Steffen Rønn Fondsmæglerselskab A/S as the legal entity. The Capinordic Group expects to apply for and receive the licence to operate an investment management company by the end of 2007/early 2008. The investment management company is to cooperate with various financial players, and some of its services will be to offer individual portfolio advice and special management products to the customers of Capinordic Bank A/S.
Steffen Rønn Fondsmæglerselskab A/S will collaborate closely with Capinordic Bank A/S on the development, sale and marketing of various asset allocation strategies, which are to be marketed to the customers of Capinordic Bank A/S, other banks, pension funds, insurance companies and others.
In 2007 the Capinordic Group expects:
The Capinordic Group expects to launch a branch of Capinordic Bank A/S in Sweden in H1 2008.
The budgets and forecasts prepared are based on historical data and assumptions which are deemed by Management to be acceptable; however, in the nature of things, such assumptions are uncertain and unpredictable. For a detailed review of such uncertain factors and the Group's risk management, please see the Company's 2006 Annual Report.
After the end of the period under review, the Capinordic Group has:
The acquisition of Nordisk Fondservice AB is now effective. Nordisk Fondservice AB will be included in the consolidated financial statements as from 7 August 2007. The final acquisition price was fixed at DKK 276 million. The capital increase effected as part of the payment of the acquisition price corresponds to an increase in the share capital of 4.61% and nominally amounts to DKK 2,465,970, corresponding to 4,931,940 shares of DKK 0.50 each. The shares were admitted to trading on 16 August 2007. The shares are subject to a three-year lock-up period so that the sellers can sell the shares in portions of one third once a year reckoned from the date of the final agreement.
Proviso Fondsmæglerselskab A/S merged with Capinordic Bank A/S on 28 August 2007. The effective date of the merger is 1 January 2007. The continuing company is Capinordic Bank A/S. The actual merger will have no effect on the Group's revenue, results, equity or number of employees.
The Prospectus relates to a total issuance of 17,528,366 shares which are sought admitted to trading on the OMX Nordic Exchange Copenhagen. The shares are related to the three following issues:
For the three direct placements of shares, the Supervisory Board has exercised the authority granted in Article 8 of the Company's Articles of Association, according to which the Supervisory Board is authorised to carry out one or more increases of the share capital by subscription for new shares.
As an element of a structured sale, Keops A/S has reduced its ownership interest in Capinordic A/S. The Management of Capinordic A/S finds that the reduction of the ownership interest of Keops A/S strengthens the Company as it provides for a broader range of owners. Capinordic Bank A/S facilitated the sale of the shares on the basis of a mandate signed by Keops A/S authorising the share sale. In connection with the sale, Claus Ørskov, Chairman of the Supervisory Board, granted an exemption to trade outside the trading window to:
Page 14 gives an overview of the owners of Capinordic A/S after the sale of the shares in Capinordic A/S held by Keops A/S and registration of the capital increases mentioned above.
Capinordic A/S Central Business Register No. 13 25 53 42 H1 2007 Interim Financial Report Page 11 of 26
The major decisions made by the Supervisory Board of Capinordic A/S in H1 2007 are listed below.
As part of the Group's corporate growth strategy, Capinordic A/S has made a number of acquisitions. Parts of the acquisition prices are payable in shares. The list below shows the current direct placements of shares:
| Nominal share capital |
Number of shares of DKK 0.50 |
Status | Further information | |
|---|---|---|---|---|
| Share capital at 22 March 2007 | 44,782,383 | 89,564,766 | ||
| Direct placement of shares (cash payment) on 20 March 2007 |
4,400,000 | 8,800,000 | Admitted to trading on 30 July 2007 | Company announcement No. 7/2007 of 20 March 2007 |
| Direct placement of shares (cash payment) (SL Nordic Holding ApS) |
2,821,670 | 5,643,340 | Admitted to trading on 30 July 2007 | Company announcement No. 12/2007 of 23 April 2007 |
| Direct placement of shares (non-cash contribution) (SL Nordic Holding ApS) acquisition of Aktie- & Valutainvest ApS |
1,542,513 | 3,085,026 | Admitted to trading on 30 July 2007 | Company announcement No. 12/2007 of 23 April 2007 |
| Direct placement of shares (non-cash contribution) sellers of Nordisk Fondservice AB |
2,465,970 | 4,931,940 | Admitted to trading on 16 August 2007 |
This announcement |
| Direct placement of shares (non-cash contribution) acquisition of Dansk O.T.C. |
1,351,351 | 2,702,702 | Acquisition conditional upon approval by the Danish Financial Supervisory Authority and due diligence review |
Company announcement No. 8/2007 of 22 March 2007 |
| Total share capital upon registration with the Danish Commerce and Companies Agency |
57,363,887 | 114,727,774 |
The capital increase is effected through the partial exercise by the Supervisory Board of the authority granted by the Annual General Meeting of the Company on 20 April 2007, according to which the Supervisory Board is authorised, until 20 April 2012, to carry out one or more increases of the share capital by subscription for new shares of up to a nominal amount of DKK 25,000,000, or 50,000,000 shares of DKK 0.50 each. After the capital increases listed in the table above, the Supervisory Board is thus authorised to increase the share capital by up to a nominal amount of DKK 13,769,847.
The new shares have the same rights as the other shares and accordingly entitle their holders to dividends and other rights in the company (cf. Article 8 of the Articles of Association) from the date of registration of the share capital increase with the Danish Commerce and Companies Agency.
At the Annual General Meeting on 20 April 2007, the Supervisory Board was authorised:
Name: Capinordic A/S Address: Strandvejen 58 Postal code, city, country: 2900 Hellerup, Denmark Telephone: +45 8816 3000 Fax: +45 8816 3003
Claus Ørskov, Chairman Lars Öijer, Deputy Chairman Erik Damgaard Nielsen Ole Vagner Eiríkur S. Jóhannsson
Date of foundation: 1 July 1989 Registered office: Gentofte
Lasse Lindblad, CEO Steen Bryde, Executive Manager
PricewaterhouseCoopers Statsautoriseret revisionsaktieselskab Strandvejen 44 2900 Hellerup, Denmark
Preliminary announcement of financial statements 20 March 2007 - published 2006 Annual Report 12 April 2007 - published Annual General Meeting 20 April 2007 - held Interim financial report 1 Jan.-31 March 2007 22 May 2007 - published Interim financial report 1 Jan.-30 June 2007 28 August 2007 - this announcement Interim financial report 1 Jan.-30 Sept. 2007 20 November 2007
The share capital of Capinordic A/S nominally amounts to DKK 56,012,536, corresponding to 112,025,072 shares of DKK 0.50 each. The trading windows for registered insiders are four weeks after publication of financial reports. The remaining trading windows are thus 28 August-24 September 2007 and 20 November-17 December 2007.
| Quantity | % | |||||
|---|---|---|---|---|---|---|
| Keops A/S* | 18,794,018 | 16.78% | ||||
| SL Nordic Holding ApS* | 8,728,366 | 7.79% | ||||
| Erik Damgaard Port. A/S | 7,844,950 | 7.00% | ||||
| a.o.** | ||||||
| Synerco ApS* | 7,737,598 | 6.91% | ||||
| Bryde Gruppen ApS*** | 7,739,540 | 6.91% | ||||
| NCap ApS**** | 7,230,700 | 6.45% | ||||
| DKA Consult ApS a.o.* | 6,611,787 | 5.90% | ||||
| Others** | 47,338,113 | 42.26% | ||||
| Total | 112,025,072 | 100.00% | ||||
| *According to the most recent notice concerning major |
shareholders.
** Erik Damgaard Nielsen of the Supervisory Board is a
shareholder and the CEO of the company. A.o. comprises related
persons. ***The company is owned by Steen Bryde, Executive Manager. ****The company is owned by Ole Vagner, member of the
Supervisory Board.
*****The company is owned by Lasse Lindblad, CEO. A.o. comprises DKA Invest ApS, which is part of the DKA Group. The DKA Group is owned by Lasse Lindblad, CEO.
****** Shareholders owning less than 5% of the share capital of the Company.
| Market value, 30 June 2007 (DKKbn) | 2.94 |
|---|---|
| Share price, 30 June 2007 | 27.50 |
| Share price, 31 December 2006 | 30.10 |
| Year's high | 30.70 |
| Year's low | 26.00 |
| All time high (16 May 2000) | 75.00 |
Listed on OMX Nordic Exchange Copenhagen Indices: OMX Copenhagen MidCap Plus, OMX Copenhagen Financials ISIN code: DK0010212570 Shortname: CAPI DKK
| Nominal | No. of | |
|---|---|---|
| value of | shares | |
| DKK 0.50 | ||
| 31 December 2006 | 42,467,383 | 84,934,766 |
| Increases in H1 2007 | 11,079,183 | 22,158,366 |
| Post-period increases | 2,465,970 | 4,931,940 |
| Total | 56,012,536 | 112,025,072 |
Capinordic A/S Central Business Register No. 13 25 53 42 H1 2007 Interim Financial Report Page 14 of 26
The Supervisory and Executive Boards have today reviewed and approved the H1 2007 Interim Financial Report of Capinordic A/S. The Interim Financial Report has been prepared in accordance with the International Financial Reporting Standards (IFRS) as approved by the European Union and additional Danish disclosure requirements for interim financial reports of listed financial companies.
We consider the accounting policies appropriate and the accounting estimates acceptable so that the Interim Financial Report gives a true and fair view of the Group's and the Parent Company's assets, liabilities, equity and financial position at 30 June 2007 and of the results of the Group's and the Parent Company's activities and cash flows for the accounting period ended 30 June 2007.
_______________ _______________
_______________ _______________
Copenhagen, 28 August 2007
Executive Board:
_______________
Lasse Lindblad CEO
_______________ Steen Bryde Executive Manager
Supervisory Board:
Claus Ørskov Lars Öijer
Chairman Deputy Chairman
Erik Damgaard Nielsen Eiríkur S. Jóhannsson
Ole Vagner
_______________
The Group became a financial holding enterprise in 2006 and therefore has to prepare financial statements in accordance with the provisions of the Financial Business Act in future. The consolidated financial statements will continue to be prepared in accordance with the international accounting provisions.
The H1 2007 Interim Financial Report for the Parent Company and the Group has been prepared as a summary and in accordance with IAS 34 Interim Financial Reporting, the interim financial reporting requirements laid down by OMX Nordic Exchange Copenhagen, and the Executive Order on the Application of International Financial Reporting Standards for Enterprises Falling within the Financial Business Act (the IFRS Executive Order for financial enterprises). The application of IAS 34 means that this presentation is more limited than the presentation of a full annual report, and that the valuation principles of the International Financial Reporting Standards have been observed.
The accounting policies are unchanged as compared with the 2006 Annual Report. The 2006 Annual Report provides a full description of the accounting policies applied.
The Group has chosen to change its presentation of portfolio enterprises so that they are presented as a separate item in the balance sheet in future. The presentation (format) of the balance sheet has been adapted accordingly. This change does not affect the Group's accounting policies for recognition and measurement of assets and liabilities. Comparative figures have been restated in accordance with the change in format.
The Interim Financial Report has not been audited.
The calculation of the carrying amounts of certain assets and liabilities requires estimates of the impact of future events on the value of such assets and liabilities at the balance-sheet date. Estimates material to reporting are made in connection with the measurement of the Group's loans, advances and other receivables, the calculation of amortisation, depreciation and impairment, pensions and similar obligations, provisions and contingent liabilities and assets.
The estimates made are based on historical data and assumptions which are deemed by Management to be acceptable; however, in the nature of things, such assumptions are uncertain and unpredictable. The assumptions may be incomplete or inaccurate, and unexpected events or circumstances may occur. The enterprise is also subject to risks and uncertainties that may result in deviations between actual results and estimates. Special risks applicable to the Group are discussed in the 2006 Annual Report.
| Group | Parent Company | |||||||
|---|---|---|---|---|---|---|---|---|
| Note | Q2 | Year to date | Year | Year to date | ||||
| 2007 DKK '000 |
2006 DKK '000 |
2007 DKK '000 |
2006 DKK '000 |
2006 DKK '000 |
2007 DKK '000 |
2006 DKK '000 |
||
| Interest income | 1 | 19,191 | 977 | 35,088 | 1,285 | 20,987 | 8,281 | 12,599 |
| Interest expenses | 2 | -5,824 | -147 | -11,151 | -251 | -2,785 | -4,671 | -2,849 |
| Net interest income | 13,367 | 830 | 23,937 | 1,034 | 18,202 | 3,610 | 9,750 | |
| Share dividends, etc. | 151 | 22 | 151 | 31 | 44 | 0 | 0 | |
| Fee and commission income | 3 | 37,847 | 12,169 | 68,834 | 20,751 | 147,609 | 5,364 | 35,811 |
| Fee and commission expenses | -2,663 | -1,671 | -4,715 | -3,604 | -10,135 | -800 | -1,894 | |
| Net interest and fee income | 48,702 | 11,350 | 88,207 | 18,212 | 155,720 | 8,174 | 43,667 | |
| Market value and translation adjustments | 4 | 3,350 | -277 | 21,126 | -413 | 110 | 14,291 | -3,004 |
| Other operating income | 21,179 | 3,866 | 36,853 | 3,952 | 8,529 | 30,854 | 1,589 | |
| Net financials | 73,231 | 14,939 | 146,186 | 21,751 | 164,359 | 53,319 | 42,252 | |
| Staff costs and administrative expenses | 5 | -53,112 | -8,816 | -90,143 | -13,960 | -81,204 | -10,045 | -15,396 |
| Profit before amortisation, depreciation, impairment and tax | 20,119 | 6,123 | 56,043 | 7,791 | 83,155 | 43,274 | 26,856 | |
| Amortisation and depreciation of intangible assets, property, plant and equipment | -11,267 | -237 | -20,873 | -324 | -16,013 | -214 | -187 | |
| Impairment of loans, advances and receivables | -14 | 0 | -15 | 0 | 0 | 0 | 0 | |
| Other operating expenses | 0 | -1,575 | 0 | -1,575 | -8,407 | 0 | 0 | |
| Profit from investments in associates | 303 | 0 | 1,121 | 0 | 2,078 | 0 | 0 | |
| Profit before tax | 9,141 | 4,311 | 36,276 | 5,892 | 60,813 | 43,060 | 26,669 | |
| Tax on profit for the period | 7,648 | -1,209 | 52 | -1,650 | -13,928 | -10,809 | -4,277 | |
| NET PROFIT FOR THE PERIOD | 16,789 | 3,102 | 36,328 | 4,242 | 46,885 | 32,251 | 22,392 | |
| DKK | DKK | DKK | DKK | DKK | ||||
| Earnings per share basic (EPS Basic) | 0.16 | 0.08 | 0.38 | 0.07 | 0.77 | |||
| Diluted earnings per share (EPS-D) | 0.16 | 0.08 | 0.38 | 0.07 | 0.77 |
| Group | Parent Company | |||||
|---|---|---|---|---|---|---|
| ASSETS | Note | 30.06.2007 DKK '000 |
30.06.2006 DKK '000 |
31.12.2006 DKK '000 |
30.06.2007 DKK '000 |
31.12.2006 DKK '000 |
| Cash and demand deposits with central banks | 10,199 | 2,352 | 22,099 | 0 | 0 | |
| Receivables from credit institutions and central banks | 777,389 | 407,357 | 566,844 | 75,348 | 1,159 | |
| Loans, advances and other receivables at amortised cost | 645,644 | 0 | 440,289 | 148,011 | 83,763 | |
| Bonds at fair value | 39,798 | 25,001 | 25,041 | 0 | 0 | |
| Shares, etc. | 385,143 | 18,115 | 19,935 | 14,634 | 2,633 | |
| Investments in portfolio enterprises | 164,453 | 11,200 | 67,438 | 151,871 | 55,007 | |
| Investments in associates | 0 | 0 | 0 | 0 | 0 | |
| Investments in Group enterprises | 0 | 0 | 0 | 1,592,324 | 1,301,343 | |
| Intangible assets | 833,219 | 412,403 | 541,897 | 0 | 0 | |
| Other property, plant and equipment | 10,095 | 3,628 | 14,466 | 1,138 | 1,308 | |
| Current tax assets | 5,238 | 733 | 584 | 0 | 0 | |
| Deferred tax assets | 402 | 0 | 408 | 364 | 408 | |
| Assets held temporarily | 35,024 | 0 | 0 | 0 | 0 | |
| Other assets | 223,772 | 462,418 | 74,588 | 251,042 | 88,248 | |
| Prepayments | 24,485 | 1,599 | 18,443 | 2,176 | 0 | |
| Total assets | 3,154,861 | 1,344,806 | 1,792,032 | 2,236,908 | 1,533,869 |
| Group | Parent Company | ||||||
|---|---|---|---|---|---|---|---|
| Note | 30.06.2007 | 30.06.2006 | 31.12.2006 | 30.06.2007 | 31.12.2006 | ||
| LIABILITIES AND EQUITY | DKK '000 | DKK '000 | DKK '000 | DKK '000 | DKK '000 | ||
| Payables to credit institutions and central banks | 253,559 | 0 | 46,663 | 140,016 | 29,362 | ||
| Deposits and other payables | 671,451 | 17,765 | 203,382 | 50,302 | 50,614 | ||
| Current tax liabilities | 32,458 | 4,541 | 17,376 | 15,698 | 4,933 | ||
| Other liabilities | 42,293 | 29,299 | 40,115 | 5,582 | 61,322 | ||
| Deferred income | 20,697 | 2,432 | 4,509 | 2,051 | 1,835 | ||
| Total payables | 1,020,458 | 54,037 | 312,045 | 213,649 | 148,066 | ||
| Provision for deferred tax | 97,805 | 134 | 75,086 | 0 | 0 | ||
| Provisions relating to guarantees | 0 | 0 | 4,389 | 0 | 4,389 | ||
| Other provisions | 951 | 951 | 951 | 951 | 951 | ||
| Total provisions | 98,756 | 1,085 | 80,426 | 951 | 5,340 | ||
| Total liabilities | 1,119,214 | 55,122 | 392,471 | 214,600 | 153,406 | ||
| Share capital | 53,547 | 42,467 | 42,467 | 53,547 | 42,467 | ||
| Share premium | 1,905,321 | 1,240,462 | 1,307,369 | 1,905,320 | 1,307,368 | ||
| Other reserves | -4,629 | -85 | -193 | 49,263 | 30,163 | ||
| Retained earnings | 81,408 | 6,840 | 49,918 | 14,178 | 465 | ||
| Total equity | 2,035,647 | 1,289,684 | 1,399,561 | 2,022,308 | 1,380,463 | ||
| Total liabilities and equity | 3,154,861 | 1,344,806 | 1,792,032 | 2,236,908 | 1,533,869 | ||
| Charges and securities Contingent liabilities |
6 7 |
8
Guarantees ........................................................................................................................
28,170 1,208,017 791 4,738 1,241,716 42,467 1,240,462 -85 6,840 1,289,684
| Statement of changes in equity, 30 June 2007 | Group | ||||
|---|---|---|---|---|---|
| Other | Retained | ||||
| Share capital Share premium | reserves | earnings | Total | ||
| DKK '000 | DKK '000 | DKK '000 | DKK '000 | DKK '000 | |
| Equity, 1 January 2007 | 42,467 | 1,307,369 | -193 | 49,918 | 1,399,561 |
| Changes in equity | |||||
| Translation adjustments relating to independent foreign entities |
0 | 0 | -4,436 | 0 | -4,436 |
| Market value adjustments, securities available for sale | 0 | 0 | 0 | -5,095 | -5,095 |
| Net profit for the period | 0 | 0 | 0 | 36,328 | 36,328 |
| Total comprehensive income | 0 | 0 | -4,436 | 31,233 | 26,797 |
| Issues against cash payment | 7,222 | 382,402 | 0 | 0 | 389,624 |
| Non-cash contributions | 3,858 | 215,867 | 0 | 0 | 219,725 |
| Issue costs | 0 | -317 | 0 | 0 | -317 |
| Share-based payments | 0 | 0 | 0 | 1,555 | 1,555 |
| Own shares | 0 | 0 | 0 | -1,298 | -1,298 |
| Total changes in equity | 11,080 | 597,952 | -4,436 | 31,490 | 636,086 |
| Equity, 30 June 2007 | 53,547 | 1,905,321 | -4,629 | 81,408 | 2,035,647 |
| Statement of changes in equity, 30 June 2006 | Group | ||||
| DKK '000 | Share capital Share premium DKK '000 |
Other reserves DKK '000 |
Retained earnings DKK '000 |
Total DKK '000 |
|
| Equity, 1 January 2006 | 14,297 | 32,445 | -876 | 2,102 | 47,968 |
| Changes in equity | |||||
| Translation adjustments relating to independent foreign entities |
0 | 0 | 791 | 0 | 791 |
| Net profit for the period | 0 | 0 | 0 | 4,242 | 4,242 |
| Total comprehensive income | 0 | 0 | 791 | 4,242 | 5,033 |
| Issues against cash payment | 19,247 | 797,696 | 0 | 0 | 816,943 |
| Non-cash contributions | 8,923 | 413,037 | 0 | 0 | 421,960 |
| Issue costs | 0 | -2,716 | 0 | 0 | -2,716 |
| Share-based payments | 0 | 0 | 0 | 496 | 496 |
| Own shares | 0 | 0 | 0 | 0 | 0 |
Total changes in equity ...................................................................................................................... Equity, 30 June 2006 ...........................................................................................................................
| Statement of changes in equity, 30 June 2007 | Parent Company | ||||
|---|---|---|---|---|---|
| DKK '000 | Share capital Share premium DKK '000 |
Other reserves DKK '000 |
Retained earnings DKK '000 |
Total DKK '000 |
|
| Equity, 1 January 2007 | 42,467 | 1,307,368 | 30,163 | 465 | 1,380,463 |
| Changes in equity | |||||
| Net profit for the period | 0 | 0 | 0 | 32,251 | 32,251 |
| Total comprehensive income | 0 | 0 | 0 | 32,251 | 32,251 |
| Capital increase | 7,222 | 382,402 | 0 | 0 | 389,624 |
| Non-cash contributions | 3,858 | 215,867 | 0 | 0 | 219,725 |
| Issue costs | 0 | -317 | 0 | 0 | -317 |
| Reserve relating to subsidiaries | 0 | 0 | 19,100 | -19,100 | 0 |
| Share-based payments | 0 | 0 | 0 | 562 | 562 |
| Total changes in equity | 11,080 | 597,952 | 19,100 | 13,713 | 641,845 |
| Equity, 30 June 2007 | 53,547 | 1,905,320 | 49,263 | 14,178 | 2,022,308 |
| Statement of changes in equity, 31 December 2006 | Moderselskab | ||||
| Andre | Overført | ||||
| Aktiekapital DKK '000 |
Overkurs DKK '000 |
reserver DKK '000 |
resultat DKK '000 |
I alt DKK '000 |
|
| Equity, 1 January 2006+A73 | 14,297 | 32,445 | 0 | 7,672 | 54,414 |
| Changes in equity | |||||
| Net profit for the period | 0 | 0 | 0 | 22,392 | 22,392 |
| Total comprehensive income | 0 | 0 | 0 | 22,392 | 22,392 |
| Capital increases | 19,247 | 797,677 | 0 | 0 | 816,924 |
| Conversion of bonds | 8,923 | 480,154 | 0 | 0 | 489,077 |
| Issue costs | 0 | -2,908 | 0 | 0 | -2,908 |
| Reserve relating to subsidiaries | 0 | 0 | 30,163 | -30,163 | 0 |
| Share-based payments | 0 | 0 | 0 | 564 | 564 |
| Own shares | 0 | 0 | 0 | 0 | 0 |
| Total changes in equity | 28,170 | 1,274,923 | 30,163 | -7,207 | 1,326,049 |
| Equity, 31 December 2006 | 42,467 | 1,307,368 | 30,163 | 465 | 1,380,463 |
| Group | Parent Company | ||||||
|---|---|---|---|---|---|---|---|
| Year to date | |||||||
| Q2 2007 |
2006 | Year to date 2007 |
2006 | Year 2006 |
2007 | 2006 | |
| DKK '000 | DKK '000 | DKK '000 | DKK '000 | DKK '000 | DKK '000 | DKK '000 | |
| 1 Interest income | |||||||
| Interest on receivables from credit institutions | 6,579 | 907 | 12,021 | 1,199 | 12,612 | 1,650 | 6,184 |
| Interest on loans, advances and other receivables | 11,652 | 0 | 21,424 | 0 | 7,954 | 5,679 | 6,004 |
| Bond interest | 278 | 41 | 524 | 55 | 414 | 0 | 0 |
| Other interest income | 682 | 29 | 1,119 | 31 | 7 | 952 | 411 |
| Interest income | 19,191 | 977 | 35,088 | 1,285 | 20,987 | 8,281 | 12,599 |
| 2 Interest expenses | |||||||
| Interest payable to credit institutions | 2,103 | 99 | 3,842 | 194 | 1,890 | 3,332 | 1,889 |
| Interest on deposits and other payables | 3,691 | 0 | 6,820 | 0 | 223 | 1,339 | 630 |
| Other interest expenses | 30 | 48 | 489 | 57 | 672 | 0 | 330 |
| Interest expenses | 5,824 | 147 | 11,151 | 251 | 2,785 | 4,671 | 2,849 |
| 3 Fee and commission income | |||||||
| Guarantee commission | 0 | 0 | 4,389 | 0 | 11,346 | 4,389 | 11,346 |
| Securities trading and custody accounts | 1,518 | 7,851 | 3,356 | 7,851 | 10,708 | 0 | 0 |
| Transfer of funds | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Loan fees | 1,315 | 0 | 1,667 | 0 | 723 | 0 | 550 |
| Other fee and commission income | 35,014 | 4,318 | 59,422 | 12,900 | 124,832 | 975 | 23,915 |
| Fee and commission income | 37,847 | 12,169 | 68,834 | 20,751 | 147,609 | 5,364 | 35,811 |
| 4 Market value and translation adjustments | |||||||
| Bonds Shares, etc |
81 3,400 |
-2 -257 |
81 21,194 |
-6 -239 |
-2,856 2,829 |
0 14,316 |
-2,847 -147 |
| Foreign exchange | -131 | -18 | -149 | -168 | 137 | -25 | -10 |
| Market value and translation adjustments | 3,350 | -277 | 21,126 | -413 | 110 | 14,291 | -3,004 |
| 5 Staff costs and administrative expenses | |||||||
| Number of employees Average number of employees |
166 | 46 | 166 | 46 | 44 | 4 | 3 |
| Salaries and remuneration of Executive and Supervisory Boards | |||||||
| Executive Board | 1,748 | 478 | 3,500 | 1,156 | 7,470 | 3,500 | 6,564 |
| Share-based payments, Executive Board | 149 | 29 | 298 | 58 | 185 | 298 | 185 |
| Supervisory Board | 570 | 200 | 1,115 | 225 | 1,382 | 400 | 640 |
| Share-based payments, Supervisory Board | 118 | 190 | 236 | 190 | 379 | 236 | 379 |
| Salaries and remuneration of Executive and Supervisory Boards | 2,585 | 897 | 5,149 | 1,629 | 9,416 | 4,434 | 7,768 |
| Staff costs | |||||||
| Salaries | 28,640 | 3,922 | 50,487 | 6,267 | 46,581 | 6,615 | 7,866 |
| Total share-based payments Pensions |
1,044 642 |
248 132 |
1,555 1,124 |
496 309 |
1,286 432 |
562 0 |
564 0 |
| Social security costs | 4,784 | 999 | 7,747 | 1,176 | 6,100 | 717 | 385 |
| Staff costs | 35,110 | 5,301 | 60,913 | 8,248 | 54,399 | 7,894 | 8,815 |
| Other administrative expenses | 18,002 | 3,515 | 29,230 | 5,712 | 26,805 | 2,151 | 6,581 |
| Staff costs and administrative expenses | 53,112 | 8,816 | 90,143 | 13,960 | 81,204 | 10,045 | 15,396 |
Capinordic A/S Central Business Register No. 13 25 53 42 H1 2007 Interim Financial Report Page 22 of 26
H1 2007
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 30.06.2007 DKK '000 |
30.06.2006 DKK '000 |
31.12.2006 DKK '000 |
30.06.2007 DKK '000 |
31.12.2006 DKK '000 |
|
| 6 Charges and securities | |||||
| The Group and the Parent Company have not charged any assets or provided similar securities. | |||||
| 7 Leases | |||||
| Rental obligations | 35,569 | 40,777 | 37,630 | 0 | 37,333 |
| Lease obligations | 1,400 | 0 | 0 | 0 | |
| Total | 36,969 | 40,777 | 37,630 | 0 | 37,333 |
| Rental obligations relating to leased premises run for 10 years. | |||||
| 8 Guarantees | |||||
| Irrevocable credit commitments | 109,638 | 99,925 | 0 | 0 | |
| Issue guarantees | 21,780 | 100,000 | 0 | 100,000 | |
| Total | 131,418 | 0 | 199,925 | 0 | 100,000 |
Capinordic A/S acquired a number of enterprises in 2007. The table below discloses information concerning the acquired companies pursuant to International Financial Reporting Standards 3 (IFRS 3).
| Acquisition | Percentage of voting rights |
Cost | Consolidated profit * |
||
|---|---|---|---|---|---|
| The enterprises acquired are: | Reg. office | date | taken over | DKK '000 | DKK '000 |
| Monetar Pensionsförvaltning AB | Stockholm | 18.01.2007 | 100.00% | 197,350 | (269) |
| Aktie- & Valutainvest ApS | Copenhagen | 24.05.2007 | 100.00% | 86,578 | (1,188) |
| Nordisk Fondservice AB ** | 07.08.2007 | 100.00% | 276,970 |
*) Consolidated profit from the acquisition date to the balance-sheet date. If the enterprises acquired had been consolidated for the entire financial period, the Group's total interest and fee income would have amounted to DKK 87,473 thousand and the net profit after tax would have amounted to DKK 60,220 thousand.
** Nordisk Fondservice AB was acquired with effect from 7 August 2007. Therefore, it has thus not been possible to obtain and process data for cost allocation, etc., for the enterprise taken over, nor has it been possible to comply with the disclosure obligations of IFRS 3.
For a detailed description of the activities, etc., of the enterprises acquired, please see the relevant stock exchange announcements.
| Cost of enterprises acquired (DKK '000): | Number of shares |
Equity instruments issued |
Cash payment |
Other costs, etc. |
Total cost of business combination |
|---|---|---|---|---|---|
| Monetar Pensionsförvaltning AB | 4,630,000 | 133,344 | 62,270 | 1,736 | 197,350 |
| Aktie- & Valutainvest ApS | 3,085,026 | 86,381 | 0 | 197 | 86,578 |
| Nordisk Fondservice AB | 4,931,940 | 131,190 | 145,055 | 725 | 276,970 |
The various agreements on acquisition of the individual companies determined both the subscription prices for and the number of shares in Capinordic A/Spaid as consideration to the respective sellers.
In terms of company law, the new shares in Capinordic A/S were subscribed for at a price corresponding to the market price for shares in Capinordic A/S at the effective date of the individual agreements in accordance with the rules on subscription prices of the Danish Public Companies Act and in accordance with the authority of the Supervisory Board.
For accounting purposes, the cost of the respective business combinations is calculated at the acquisition date, and the value of equity instruments issued is calculated at the market price on the acquisition date. Therefore, the value calculated at the date of the agreement and the carrying amount at the acquisition date may differ.
| Amounts recognised at acquisition date (DKK '000): | Aktie- & Valutainvest ApS | Monetar Pensionsförv. AB | ||
|---|---|---|---|---|
| Value before | Value at | Value before | Value at | |
| combination | acquisition | combination | acquisition | |
| date | date | |||
| Cash and demand deposits with central banks | 0 | 0 | 2 | 2 |
| Receivables from credit institutions | 6,829 | 6,829 | 677 | 677 |
| Loans, advances and other receivables at amortised cost | 0 | 0 | 0 | 0 |
| Bonds at fair value | 0 | 0 | 0 | 0 |
| Shares, etc. | 311,632 | 311,632 | 0 | 0 |
| Goodwill | 0 | 25,976 | 0 | 142,210 |
| Other intangible assets | 0 | 41,407 | 2,775 | 95,212 |
| Property, plant and equipment | 0 | 0 | 874 | 874 |
| Other assets | 347 | 347 | 7,721 | 6,671 |
| Prepayments | 0 | 0 | 604 | 604 |
| Payables to credit institutions and central banks | 274,660 | 274,660 | 758 | 758 |
| Deposits and other payables | 0 | 0 | 0 | 0 |
| Current tax liabilities | 3,207 | 3,207 | 0 | 0 |
| Other liabilities | 11,394 | 11,394 | 4,885 | 4,885 |
| Deferred income | 0 | 0 | 1,477 | 17,375 |
| Provisions | 0 | 10,352 | 0 | 25,882 |
| Total acquisition price | 86,578 | 197,350 | ||
The allocation gives rise to the following comments:
In connection with the acquisition of Monetar Pensionsförvaltning AB it was estimated that the company's ability to attract customers and its expectations of future earnings represent a significant value. Monetar Pensionsförvaltning AB is based on an advanced IT platform which streamlines work routines within sales, administration and asset management. At the same time the company is estimated to possess great knowledge about its business areas, customer servicing and asset portfolio management as well as standardisation of decision processes concerning asset management.
Through the acquisition of Aktie- & Valutainvest ApS, the Capinordic Group acquires knowledge capital particularly within investments in currencies and derivative financial instruments, and the ownership interests in various Danish banks held by Aktie- & Valutainvest provide for strategic alliances in distribution. etc. A put option is linked to the portfolio of securities, and for a two-year period, SL Nordic Holding ApS is obliged, under certain circumstances, to buy back the securities so that Capinordic A/S does not assume the market risk for any negative development in these shares.
Nordisk Fondservice AB sells its services through a distribution network consisting of independent financial advisers (insurance brokers). Nordisk Fondservice AB has concluded cooperation agreements with about 800 insurance brokers across all of Sweden about the distribution of their products. There are about 1,200 insurance brokers in Sweden today. Nordisk Fondservice AB uses a specially developed and innovative IT platform to manage its relations with customers, insurance brokers and alliance partners. The IT platform materially supports the growth scenario of the company.
| Primary business segments 2007 Income statement |
Denmark | Sweden | Non- allocated |
Elimination | Group, total |
|---|---|---|---|---|---|
| Net interest and fee income | 66,732 | 21,740 | 0 | 0 | 88,472 |
| Profit before amortisation, depreciation, impairment and tax | 51,946 | -1,155 | 5,542 | 0 | 56,333 |
| Net profit for the period after tax | 35,329 | -3,581 | 4,789 | 0 | 36,537 |
Capinordic A/S Central Business Register No. 13 25 53 42 H1 2007 Interim Financial Report Page 25 of 26
| 11 Financial key figures and ratios (according to the guidelines of the Danish Financial Supervisory Authority) | Group | ||||||
|---|---|---|---|---|---|---|---|
| Q2 | Year to date | Year | |||||
| 2007 | 2006 | 2007 | 2006 | 2006 | |||
| DKK '000 | DKK '000 | DKK '000 | DKK '000 | DKK '000 | |||
| KEY FIGURES | |||||||
| Net interest and fee income | 48,702 | 11,350 | 88,207 | 18,212 | 155,720 | ||
| Market value and translation adjustments | 3,350 | -277 | 21,126 | -413 | 110 | ||
| Staff costs and administrative expenses | 53,112 | 8,816 | 90,143 | 13,960 | 81,204 | ||
| Impairment losses on loans and receivables | 14 | 0 | 15 | 0 | 0 | ||
| Profit from investments in associates | 303 | 0 | 1,121 | 0 | 2,078 | ||
| Net profit for the period | 16,789 | 3,102 | 36,328 | 4,242 | 46,885 | ||
| Loans and advances | 645,644 | 0 | 645,644 | 0 | 440,289 | ||
| Equity | 2,035,647 | 1,289,684 | 2,035,647 | 1,289,684 | 1,399,561 | ||
| Total assets | 3,154,861 | 1,344,806 | 3,154,861 | 1,344,806 | 1,792,032 | ||
| Total risk-weighted assets | 1,648,074 | 578,431 | 1,648,074 | 578,431 | 751,032 | ||
| RATIOS | |||||||
| Capital base relative to minimum capital requirement | 31.19 | 23.39 | 31.19 | 23.39 | 14.26 | ||
| Capital adequacy ratio | 70.41 | 150.81 | 70.41 | 150.81 | 114.07 | ||
| Core capital ratio | 70.41 | 150.81 | 70.41 | 150.81 | 114.07 | ||
| Return on equity before tax | 2.05 | 2.39 | 4.26 | 1.78 | 8.40 | ||
| Return on equity after tax | 3.76 | 1.72 | 4.27 | 1.28 | 6.48 | ||
| Income/cost ratio | 1.14 | 1.41 | 1.32 | 1.37 | 1.56 | ||
| Interest rate risk (%) | 0.03 | 0.00 | 0.03 | 0.00 | 0.04 | ||
| Foreign exchange position (DKK '000) | 7,537 | 0 | 7,537 | 0 | 2,742 | ||
| Foreign exchange risk (%) | 0.65 | 0.00 | 0.65 | 0.00 | 0.32 | ||
| Loans and impairment losses over deposits | 0.96 | 0.00 | 0.96 | 0.00 | 2.16 | ||
| Gearing | 0.32 | 0.00 | 0.32 | 0.00 | 0.31 | ||
| Growth in loans for the period | 32.46 | 0.00 | 46.64 | 0.00 | 100.00 | ||
| Excess coverage as a percentage of liquidity requirement | 864.00 | 7,582.01 | 864.00 | 7,582.01 | 1,939.40 | ||
| Sum of major exposures | 0.78 | 0.41 | 0.78 | 0.41 | 0.70 | ||
| Impairment rate for the period | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||
| RATIOS FOR LISTED COMPANIES | |||||||
| Earnings per share | 0.16 | 0.08 | 0.38 | 0.07 | 0.77 | ||
| Book value per share | 19.01 | 15.18 | 19.01 | 15.18 | 15.63 | ||
| Dividend per share | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||
| Price/earnings per share | 175.55 | 376.98 | 71.99 | 422.50 | 39.35 | ||
| Price/book value per share | 1.45 | 1.98 | 1.45 | 1.98 | 1.93 | ||
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