Annual Report • Feb 26, 2014
Annual Report
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| CEO's review | 4 |
|---|---|
| Main events during 2013 | 6 |
| Funds in 2013 | 7 |
| CapMan's ESG Approach | 12 |
| 25 years as a private equity pioneer | 16 |
| CapMan in brief | 17 |
| CapMan Buyout | 19 |
|---|---|
| CapMan Russia | 21 |
| CapMan Credit | 23 |
| CapMan Public Market | 25 |
| CapMan Real Estate | 27 |
| Corporate Governance Statement 2013 | 30 |
|---|---|
| Board of Directors | 36 |
| Management Group | 39 |
| Key figures 2013 | 42 |
|---|---|
| Report of the Board of Directors | 46 |
| Group Statement of the Comprehensive | |
| Income (IFRS) | 55 |
| Group Balance Sheet (IFRS) | 56 |
| Group Statement of Changes in Equity (IFRS) 58 | |
| Group Cash Flow Statement | 59 |
| Notes to the Group Financial Statements | 60 |
| 1. Accounting policies | 61 |
| 2. Segment information | 70 |
| 3. Other operating income | 71 |
| 4. Employee benefit expenses | 72 |
| 5. Depreciations | 73 |
| 6. Other operating expenses | 74 |
| 7. Fair value changes of investments | 75 |
| 8. Finance income and costs | 76 |
| 9. Share of associated companies' result 77 |
| 10. Income taxes | 78 |
|---|---|
| 11. Earnings per share | 79 |
| 12. Tangible assets | 80 |
| 13. Goodwill | 81 |
| 14. Other intangible assets | 82 |
| 15. Investments in associated companies | 83 |
| 16. Investments at fair value through | |
| profit and loss | 84 |
| 17. Receivables - Non-current | 85 |
| 18. Deferred tax assets and liabilities | 86 |
| 19. Trade and other receivables | 87 |
| 20. Other financial assets at fair value | 88 |
| 21. Cash and bank | 89 |
| 22. Non-current assets for sale | 90 |
| 23. Share capital and shares | 91 |
| 24. Interest-bearing loans and borrowings | |
| – Non-current | 95 |
| 25. Other liabilities – Non current | 96 |
| 26. Trade and other payables – Current | 97 |
| 27. Interest-bearing loans and borrowings | |
| – Current | 98 |
| 28. Classification of financial assets and | |
| liabilities by valuation category 2012 | 99 |
| 29. Commitments and contingent liabilities 101 | |
| 30. Share-based payments | 102 |
| 31. Post-employment benefits | 104 |
| 32. Related party disclosures | 105 |
| 33. Financial risk management | 107 |
| 34. Events after the closing date | 112 |
| Parent Company Income Statement (FAS) | 113 |
| Parent Company Balance Sheet (FAS) | 114 |
| Parent Company Cashflow Statement (FAS) | 116 |
| Notes to the Parent Company (FAS) | 117 |
| Signatures to the Report of the Board of | |
| Directors and Financial Statements | 135 |
| Auditor's Report | 136 |
| Shares and shareholders | 138 |
| Information for Shareholders | 141 |
| Calculation of Key figures | 142 |
IN SPORTS TERMS, we trimmed our defensive game in 2013. We have built a solid financial position for CapMan while strengthening the operating model of our organisation, recruiting new key personnel to our investment teams and clarifying our compensation scheme. Now we are well positioned to expand our focus with the development of offensive tactics. Our goal is to create great opportunities to score and a high success rate at the hoop.
WE HAVE A VANTAGE POINT as we develop our game in a global society. This development is founded on a broad understanding of the industries and economies where we operate. The growth of investable wealth in the world remains a prevailing long-term trend. In a low interest rate environment, the real challenge is a dearth of viable investments that offer sufficient returns. Investors have, to a growing extent, allocated their wealth into alternative investments in addition to stocks and debt instruments.
Our goal is to create great opportunities to score and a high success rate at the hoop.
TAKEN ADVANTAGE of the growing interest in private equity by bringing a record number of new funds to the market, which tightens competition. Despite the challenging environment, we have raised €390 million in total into the CapMan Buyout X, CapMan Russia II and CapMan Nordic Real Estate funds. Fundraising for all three funds continues.
THE INSTITUTIONALISATION of capital has increased the need for active ownership. The intent and knowhow of the owner have a central role especially when it comes to growth industries or industries in need of restructuring, where global megatrends create a multitude of opportunities. CapMan's key investment partnerships offer investors attractive return opportunities in a low interest environment. We take advantage of our established position in our home markets and the competences of an international organisation. The Nordic countries provide an excellent operating platform due to their strong educational system and stable infrastructure. Russia offers great potential as the structural growth and the professionalisation of business creates a natural foundation for economic growth. We bring the principles of active ownership also to real estate investment, where our team controls the entire value chain from the investment decision to property development and management instead of outsourcing these services.
OUR INVESTMENT STRATEGY based on active ownership has also generated results. Fund distributions to investors were significantly larger compared to the previous year due to exits made in 2013.
CAPMAN CELEBRATES ITS 25TH anniversary this spring. Like people our age, we have built our careers, broken boundaries, reached goals and learned from our mistakes. The sorest growth spurts and teenage defiance is behind us. We refuse to fall in a rut, however. Instead we focus on the opportunities that lie ahead.
Profitable growth is the basis for improved results and dividend distribution.
WE HAVE EXPERIENCED hundreds of different situations and several economic cycles during the past 25 years. Together with entrepreneurs we have created growth stories ranging from international brands like Lumene to strong expert organisations like Eltel Networks. Over the years, we have built local networks and we find a large percentage of our portfolio companies and real estate through our own channels instead of undergoing a public auction process. A strong position both in the Nordic countries and in Russia provides a clear competitive advantage.
A QUARTER CENTURY also holds challenges. The financial crisis casts its shadow on the funds that were established before it in the form of relatively low absolute returns. Moderate growth expectations in Finland and Russia have affected the development of certain portfolio companies and industries. In addition, structural changes have taken longer to execute for some industries in the years following the crisis.
GOING FORWARD, we focus on the development of our key investment partnerships while we consider new growth targets. Our operating environment offers several interesting opportunities. The funds that were established after the financial crisis have shown promising returns and we are confident in the continued demand for the private equity asset class. Our experience in fundraising enables us to broaden our client base internationally and to new investor groups, for example selectively to individual investors. Profitable growth is the basis for improved results and dividend distribution. We want to be a successful player capable of evolving in the European private equity markets also in the future.
I WOULD LIKE TO THANK, above all, our investors, shareholders and staff for the past year. Together, our journey towards our goal to become the best-performing private equity firm in Europe by 2020 will pass much faster.
Heikki Westerlund CEO
THE CAPMAN BUYOUT X, CapMan Nordic Real Estate and CapMan Russia II funds had raised a total of €390 million in equity in the beginning of 2014. Fundraising for all three funds continues and their final sizes will be established in 2014.
2013 WAS AN ACTIVE YEAR in terms of exits for funds managed by CapMan. The exit from Cardinal Foods had the most significant result and cash flow impact for CapMan Plc. During the year, funds made additional complete exits from IT2 Treasury Solutions, Locus Holding, MQ Retail, Tieturi, Ontime Logistics, Noleva Group, Nice Entertainment Group, Curato, SciBase and Russia Baltic Pork Invest, and partial exits from Pohjolan Design-Talo, Solera and Intrum Justitia. Funds returned a total of €294 million to investors as a result of the exits. Commitments totalling €83 million were called in 2013.
THE NEWLY ESTABLISHED funds have been active on the investment front. The CapMan Russia II fund made its first investment in MAYKOR Group, a leading IT outsourcing service provider in Russia. The CapMan Nordic Real Estate fund invested in a retail and residential property in central Copenhagen and completed its investment in Pfizer's Nordic headquarters located in the Greater Stockholm area. In addition, CapMan announced in the beginning of 2014 that the Buyout X fund had invested in Kämp Group, a Finnish hotel chain, The North Alliance, a leading Nordic digital communications group, and LämpöLux, a provider of window and door renovation services.
HEIKKI WESTERLUND was appointed CapMan's new CEO in August. Supported by an extensive career at CapMan, he will focus on building CapMan's competitive position on established strengths and grow the business trough a selective launch of new products and potential acquisitions.
CapMan strengthened its investment teams by recruiting new partners. Dan Johnson's appointment as partner strengthens the operations of CapMan Buyout in Sweden and supports the execution of the investment strategy focused on Nordic mid-sized buyouts. CapMan Real Estate appointed Nigel Pedroz as partner in London, strengthening the international competence of CapMan's Nordic Real Estate team.
CAPMAN ISSUED a €15 million senior bond and a €15 million hybrid bond at the end of 2013. The bonds were used to replace the company's previous hybrid bond. The new financing arrangement lowers CapMan's financing costs significantly.
CAPMAN FORMALISED its processes for responsible investment in all investment teams and prepared for the implementation of reporting as required under the UN PRI. CapMan's first reporting year is 2014.
AS OF 31 DECEMBER 2013, CapMan's capital under management was €3,098.3 million. Of the total capital under management, €1,608.2 million was held in funds making investments in portfolio companies and €1,490.0 million in real estate funds. Capital under management decreased from the beginning of the year due to completed exits. The decrease was offset by fundraising into the CapMan Buyout X, CapMan Russia II and CapMan Nordic Real Estate funds. The new funds under management have received a total of €390 million in new commitments during the ongoing fundraising round.
At the end of the year, funds under CapMan's five key investment partnerships had a total of 33 portfolio companies and 58 real estate investments.
FUNDS MANAGED by CapMan returned a total of €294 million to investors in 2013 due to complete exits from 11 portfolio companies and one real estate and partial exits from three portfolio companies. The combined investment volume of the funds amounted to €82.9 million, of which €66.0 million was invested in portfolio companies and €16.9 million in real estate. The funds invested in two new companies and two new real estate targets and made several add-on investments into existing portfolio companies and real estate.
THE AVERAGE IRR p.a. of all exits made by private equity funds in key investment partnerships in 2013 was 13% and the return multiple was 1.9. Buyout investments have historically returned 29% p.a. and CapMan Public Market investments 30% p.a. CapMan Russia's latest fully exited fund has returned 41% p.a., while the historical return for real estate funds is 54% p.a.
CAPMAN GROUPS its funds into four categories in terms of their life cycle as follows: funds generating carried interest, funds in exit and value creation phase, funds in active investment phase, and funds with no carried interest potential for CapMan.
Exits made by funds generating carried interest provide CapMan with immediate carry income, while those in the exit and value creation phase can be expected to start generating carried interest within the next 1-5 years. The carry potential of funds in active investment phase is likely to be realised over the next 5-10 years. The last category comprises funds that do not offer any carried interest potential for CapMan, either because CapMan's share of carry in the funds concerned is small or because the funds are not expected to transfer to carry.
CapMan received €2.9 million in carried interest during 2013 from funds already in carry. The fair value of the equity of funds in exit and value creation phase was €1,316.4 million at the end of the year. These funds hold significant short- and medium term carry potential.
7
| Size | Paid-‐in capital |
Fund's current portfolio |
Net cash |
cash flow | Distributed | Amount of cash flow |
CapMan's share of |
||
|---|---|---|---|---|---|---|---|---|---|
| At cost | At fair value |
assets | To investors |
To mgmt company |
needed to transfer the fund to carry as of 31.12.2013 |
cash flow if fund generates carried interest |
|||
| Funds generating carried interest |
|||||||||
| Fenno Program1), FM II B, FV V, FM IIIB, CME VII B 6) |
|||||||||
| Total | 314.5 | 308.8 | 25.4 | 16.4 | 4.1 | 504.3 | 22.1 | 10–20% | |
| Funds in exit and value creation phase |
|||||||||
| FM III A | 101.4 | 100.6 | 18.4 | 19.3 | 0.4 | 128.2 | 2.8 | 20 % | |
| CME VII A 6) | 156.7 | 156.7 | 44.2 | 24.0 | 6.4 | 204.5 | 14.3 | 15 % | |
| CME Sweden 6) | 67.0 | 67.0 | 18.9 | 10.3 | 2.7 | 86.9 | 7.6 | 15 % | |
| CMB VIII 2) 6) | 440.0 | 397.4 | 174.0 | 225.7 | 2.6 | 227.4 | 351.9 | 12 % | |
| CMLS IV | 54.1 | 57.2 | 35.5 | 28.7 | 0.1 | 18.1 | 60.9 | 10 % | |
| CMT 2007 2) | 99.6 | 77.6 | 33.5 | 31.0 | 1.0 | 44.6 | 64.1 | 10 % | |
| CMPM | 138.0 | 132.6 | 91.5 | 149.4 | 0.0 | 81.7 | 118.8 | 10 % | |
| CMR | 118.1 | 101.8 | 62.5 | 79.6 | 0.5 | 18.6 | 112.7 | 3.4 % | |
| CMB IX | 294.6 | 269.5 | 202.4 | 272.8 | 1.0 | 42.5 | 286.2 | 10 % | |
| Total | 1,469.5 | 1,360.4 | 680.9 | 840.8 | 14.7 | 852.5 | |||
| Funds in active investment phase |
|||||||||
| CMM V | 95.0 | 29.8 | 17.8 | 23.9 | -‐0.1 | 13.1 | 10 % | ||
| CMB X2) | 205.6 | 7.3 | 0.0 | 0.0 | 1.1 | 0.0 | 8 % | ||
| CMR II | 97.2 | 13.8 | 11.3 | 11.3 | 0.3 | 0.0 | 8 % | ||
| Total | 397.8 | 50.9 | 29.1 | 35.2 | 1.3 | 13.1 | |||
| Fund with no carried interest potential-‐ for CapMan |
|||||||||
| FV IV, FV VET, SWE LS 3) , SWE Tech 2), 3), CME VII C6), FM II A, C, D 2), FM III C, CMM IV 4) |
|||||||||
| Total | 580.3 | 555.9 | 94.9 | 93.4 | 5.0 | 445.1 | |||
| Total-‐ private equity funds |
2,762.1 | 2,276.0 | 830.3 | 985.8 | 25.1 | 1,815.0 | 22.1 |
| Investment capacity |
Paid-‐in capital |
Fund's current portfolio | Net cash |
Distributed cash flow |
Amount of cash flow |
CapMan's share of cash |
|||
|---|---|---|---|---|---|---|---|---|---|
| At cost | At fair value |
assets | To investors |
To mgmt-‐ company |
needed to transfer the fund to carry as of 31.12.2013 |
flow if fund generates carried interest |
|||
| Funds in exit and value creation phase CMRE I 5) |
|||||||||
| Equity and bonds |
200.0 | 188.5 | 63.2 | 40.9 | 207.8 | 27.4 | 77.2 | 26% | |
| Debt-‐ financing |
300.0 | 276.6 | 70.5 | 70.5 | |||||
| Total | 500.0 | 465.1 | 133.7 | 111.4 | 2.2 | 207.8 | 27.4 | ||
| CMRE II | |||||||||
| Equity and bonds |
150.0 | 120.0 | 114.7 | 116.9 | 28.4 | 157.5 | 12% | ||
| Debt-‐ financing |
450.0 | 289.2 | 223.8 | 223.8 | |||||
| Total | 600.0 | 409.2 | 338.5 | 340.7 | -‐1.2 | 28.4 | |||
| CMRHE | |||||||||
| Equity and bonds |
332.5 | 319.9 | 379.1 | 310.7 | 56.7 | 419.9 | 12% | ||
| Debt-‐ financing |
617.5 | 542.6 | 501.0 | 501.0 | |||||
| Total | 950.0 | 862.5 | 880.1 | 811.7 | 8.6 | 56.7 | |||
| PSH Fund Equity and |
5.0 | 3.5 | 3.6 | 7.1 | 1.5 | 2.8 | 10% | ||
| bonds Debt-‐ financing |
8.0 | 8.0 | 7.7 | 7.7 | |||||
| Total | 13.0 | 11.5 | 11.3 | 14.8 | 0.0 | 1.5 | |||
| Total | 2,063.0 | 1,748.3 | 1,363.6 | 1,278.6 | 9.6 | 294.4 | |||
| Funds in active investment phase CMNRE |
|||||||||
| Equity and bonds |
50.1 | 10.4 | 6.5 | 7.8 | 0.0 | 0% | |||
| Debt financing | 74.9 | 0.0 | 0.0 | 0.0 | 0.0 | ||||
| Total | 125.0 | 10.4 | 6.5 | 7.8 | -‐1.4 | 0.0 | |||
| Total | 125.0 | 10.4 | 6.5 | 7.8 | -‐1.4 | 0.0 | |||
| Real Estate funds total |
2,188.0 | 1,758.7 | 1,370.1 | 1,286.4 | 8.2 | 294.4 | 27.4 |
| CMB | = CapMan Buyout | CMRE | = CapMan Real Estate |
|---|---|---|---|
| CME | = CapMan Equity | CMT 2007 | = CapMan Technology 2007 |
| CMLS | = CapMan Life Science | FM | = Finnmezzanine Fund |
| CMM | = CapMan Mezzanine | FV | = Finnventure Fund |
| CMHRE | = CapMan Hotels RE | PSH Fund | = Project Specific Hotel Fund |
| CMNRE | = CapMan Nordic Real Estate | SWE LS | = Swedestart Life Science |
| CMPM | = CapMan Public Market Fund | SWE Tech | = Swedestart Tech |
| CMR | = CapMan Russia Fund |
Total capital committed to a fund by investors, i.e. the original size of a fund. For real estate funds, investment capacity also includes the share of debt financing used by a fund.
Total capital paid into a fund by investors as of the end of the review period.
The determination of the fair value of fund investments for funds investing in portfolio companies is done applying the International Private Equity and Venture Capital Valuation Guidelines ("IPEVG," www.privateequityvaluation.com), taking into account a range of factors, including the price at which an investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment.
Investments in real estate are valued at fair value based on appraisals made by independent external experts, who follow International Valuation Standards (IVS). The method most appropriate to the use of the property is always applied, or a combination of such methods.
Fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. Due to the nature of private equity investment activities, fund portfolios contain
investments with a fair value that exceeds their acquisition cost, as well as investments with a fair value less than the acquisition cost.
When calculating the investors' share, a fund's net cash assets must be taken into account in addition to the portfolio at fair value. The proportion of debt financing in real estate funds is presented separately in the table.
This cash flow refers to the profit distributed by funds and the capital they pay back to investors. The figure indicates the size of the cash flow that must be returned to investors as of the end of the reporting period to enable a fund to transfer to carry. A fund's carry potential can be evaluated by comparing this figure to the fair value of its portfolio.
When a fund has generated the cumulative preferential return for investors specified in the fund agreements, the management company is entitled to an agreed share of future cash flows from the fund, known as carried interest.
After the previous distribution of profits, any new capital called in, as well as any annual preferential returns on it, must be returned to investors before any new distribution of profits can be paid.
CapMan's management considers it unlikely, in the light of the market situation that further carried interest will be provided by the CapMan Real Estate I fund. As a result, the fund has been transferred from those funds in carry. A total of some €6 million of carried interest was not entered in CapMan's profit in 2007 but instead left in reserve in case that some of the carried interest would have to be returned to investors in the future.
6) CapMan Group's Board of Directors made a decision early 2012 to increase Buyout investment teams' share of carried interest to better reflect the prevailing industry practices. In CapMan Buyout VIII fund the investment team's share is approximately 40%, and in CapMan Equity VII funds the investment team's share is approximately 25%.
OUR MISSION is to build successful businesses that contribute to the enrichment of society. CapMan plays an important role in society by managing the capital invested in its funds by institutional investors – such as private and state pension funds, funds of funds, life insurance companies, and foundations – and actively developing the companies and properties in its funds' portfolios. As part of this, we want to ensure that high Environmental, Social and Governance (ESG) standards are respected in our own operations, as well as in our portfolio companies and real estate investments. Through active ownership, we are committed to integrating ESG policies in investment analysis and decision-making processes on an ongoing basis. Our commitment to responsibility is also reflected in our values: high ethics, active ownership, and dedication.
WE STRIVE to continuously improve our ESG practices. CapMan published its Responsible Investment Statement and signed the United Nations Principles of Responsible Investing (UN PRI) in 2012. We formalized our ESG process in 2013 to ensure that sustainable practices are implemented systematically in all our portfolio companies. In addition, we started preparing for reporting on the implementation of ESG practices, based on the UN PRI reporting guidelines, in 2014.
CapMan will start reporting regularly on the implementation of ESG practises in line with the UN PRI
WE ARE COMMITTED to incorporating the following six UN Principles of Responsible Investing in our operations:
ALL OUR PORTFOLIO COMPANIES comply with local laws, rules, and regulations, and abide by modern corporate governance and transparent communication standards.
We also follow general and industry-specific international standards, such as the ten principles of the Global Compact, covering human and labor rights, protecting the environment, and combating corruption. Other requirements and expectations may vary depending on factors such as the sector, geography, and business model of the portfolio company in question.
IN ADDITION to complying with the rules and standards detailed above, CapMan formalized its own ESG process in 2013 to ensure that all ESG issues are implemented systematically during the various stages of each investment: transaction screening, Due Diligence, active ownership, and exit.
ANALYSIS WORK is carried out with the help of specific screening criteria and checklists, which support us in identifying the need for further evaluating ESG risks and
opportunities and in engaging with company management from the start of our investment analysis.
| Environmental | Social | Governance |
|---|---|---|
| Does the company comply with environmental laws, standards, and regulations? Net there risks to water, soil, or air quality? Similarie a risk of a loss of biodiversity? Does the company generate significant emissions? |
Does the company respect minimum wage standards? Are any limits placed on freedom of association? Is there any kind of discrimination? How are occupational health & safety risks managed? |
Does the company have adequate internal controls and risk management? Is financial information properly recorded? Is the company politically involved? Is ESG integrated into the management process? |
Our active approach to ownership focuses on longterm development. As a result, a low ESG score at the transaction screening stage does not automatically prevent an investment if a company has the potential for value creation through improvements in ESG performance. Together with management and key employees, we strive to continuously improve the ESG performance of our portfolio companies through all stages of our investment.
The new ESG process currently applies to all our new Buyout investments and is being piloted by our Buyout team. Our Real Estate investments and investments in Russia have slightly different ESG processes. Real Estate focuses mainly on environmental issues and energy efficiency, ensuring that we comply with international
standards such as LEED (Leadership in Energy and Environmental Design); while in Russia we have published specific environmental and social performance reports from 2008 onwards, following the environmental and social policies and procedures outlined by our major investors. The comprehensive yearly report contains information on compliance with risks, progress of the ESG Action Plan and objectives achieved during the reporting period with regard to each portfolio company in Russia.
FIND OUT MORE ABOUT our ESG analysis and practise during the different stages of an investment in our Responsible Investment Statement at: http://www. capman.com/capman-group/Responsibility_group/ responsible-investment-statement_group
OUR ESG PERFORMANCE is evaluated against the six principles of the UN PRI. CapMan's first reporting year for ESG issues is 2014, based on the framework defined by the UN PRI and we continue reporting on the progress of our ESG implementation annually. We start monitoring our portfolio companies from the beginning of the investment process and report ESG issues to interested fund investors during fundraising and regularly during the life of a fund. In case of an ESG-related incident, fund investors are informed immediately.
MANY OF OUR PORTFOLIO COMPANIES and real estate properties are pioneers in terms of ESG practices. Good ESG management can have a positive material impact on the competitiveness of our portfolio companies. In addition to controlling ESG risks, best practices help enhance long-term revenue and reduce costs. Sustainable business practices also help promote brand perceptions, as well as higher customer and employee satisfaction. Sustainability also offers companies opportunities for developing new innovative products and processes. ESG management is an efficient way to reduce costs related to energy consumption or high employee turnover, for example.
"We started proactively developing new energyefficient housing solutions, as ecological criteria have become increasingly important to our customers. We also wanted to be the forerunner in occupational safety issues in our industry, which is naturally important for our employees, but also for our clients, who normally bear full responsibility for occupational safety issues during the construction process. We wanted to take on this responsibility for our clients. By focusing on both of these areas, we want to communicate that we are a responsible business partner. We have received excellent feedback on our energyefficient housing solutions and the significant savings in maintenance costs that they offer and the benefits they provide in enhancing the longterm value of an investment. Our occupational safety campaign has been warmly welcomed by our personnel, business partners, and clients,"
– Saku Sipola, CEO, Pohjolan Design-Talo Oy
WE AIM TO IMPROVE our ESG processes continuously and actively monitor potential risks and ESG-related opportunities for our portfolio companies. After piloting the new ESG process, our aim is to apply it in all new investments in all our key investment partnerships and develop new training material, tools, and templates, combined with screening of our current portfolio companies where necessary.
THIS YEAR MARKS CapMan's 25th anniversary. CapMan is one of the longest operating private equity firms in the Nordic countries. The industry experienced a growth spurt in the '90s and CapMan established a total of 12 funds investing in Finland over the decade. The successful investment activity provided
a good foundation for the international expansion of the business, and at the start of the new millennium CapMan began operations in Sweden, Norway and Denmark. The company went public on the Helsinki Stock Exchange in 2001 in
order to execute its growth plan. Soon after the listing CapMan expanded into new regions and introduced new teams. In 2005, CapMan established its presence in a new niche with regards to real estate funds and the product has gained a following also among international investors. Having established a solid presence in the Nordic region, CapMan looked east for growth and expanded into Russia in 2008.
THE FINANCIAL CRISIS dealt a heavy blow to the industry and funds demonstrating poor returns forced many GPs to shut down. The survivors – CapMan among them – returned to the market even stronger than before.
century, private equity has become a mainstream asset class and the industry is increasingly diverse. CapMan has sharpened its business model and organisation over the last few years and
focuses on the further development of its own strengths in order to better respond to the challenges of a changing industry. The CapMan Purchasing Scheme (CaPS) and the expanded focus into debt markets are examples of an innovative approach these past few years. Due to its unique investment focus and know-how, CapMan has excellent prerequisites to remain at the industry's forefront for the next 25 years.
Senior Partners responsible for CapMan's Nordic expansion in 1999.
* Including investments of Buyout, Russia, Public Market and Credit teams.
CAPMAN GROUP is a leading private equity fund manager in the Nordic countries and Russia. We have 25 years of experience in supporting business growth in the region. Altogether, CapMan employs approx. 100 people in Helsinki, Stockholm, Oslo, Moscow, and Luxembourg. CapMan was established in 1989 and has been listed on the Helsinki Stock Exchange since 2001.
CapMan has five key investment partnerships - CapMan Buyout, CapMan Russia, CapMan Credit, CapMan Public Market, and CapMan Real Estate - each of which has its own dedicated investment team and funds.
CAPMAN BUYOUT makes controlling investments in unlisted Nordic mid-market companies in various industries. The main targets set for our companies are growth, improved profitability and strengthened strategic position. Our portfolio companies have a competitive and sustainable market position, a unique business with standout products and services, clear growth potential and positive cash flow. Our team comprises 20 investment professionals in Helsinki, Stockholm and Oslo.
CAPMAN RUSSIA provides growth financing for Russian small and mid-sized enterprises. We have operated in the Russian private equity market since 1995 and are one of the strongest teams in Russia. We help our portfolio companies to grow into domestic champions and expand internationally. We invest in fast-growing nonstrategic sectors that benefit from Russia's expanding middle class. Our team comprises approx. 10 investment professionals in Moscow.
CAPMAN CREDIT makes mezzanine investments in leveraged buyouts in the Nordic region. Mezzanine is a flexible debt instrument that shares characteristics of both debt and equity. We invest in Nordic businesses with strong and defendable market positions, positive and predictable cash flow and experienced management teams. Our team comprises three investment professionals in Stockholm.
CAPMAN PUBLIC MARKET invests in listed Nordic mid cap companies. Through substantial minority investments we obtain genuine governance positions in companies where we identify significant value potential. Our aim is to develop the companies through active ownership in co-operation with other owners and the board. A total of six investment professionals work with Public Market investments in Stockholm.
CAPMAN REAL ESTATE manages four private equity real estate funds, which invest in office and retail properties in the Nordic region. We have extensive experience in real estate investments in Finland and Sweden and work in close cooperation with our tenants to continuously develop our properties. Our team comprises 18 investment professionals in Helsinki and Stockholm.
Mari Killingmo Investment Director
A: We exited several portfolio companies in 2013 and succeeded in achieving the targets based on our investment strategy. The investment in Cardinal Foods AS proved an excellent one for our fund investors and, thanks to several value creation initiatives, the company became one of the leading producers and distributors of eggs and poultry products in Norway. In the case of Nice Entertainment Group, we actively supported the company's development from a local Finnish player into a leading Nordic content producer, and Nice is now continuing to grow as part of the international media company Modern Times Group MTG AB (publ). We are also very glad to see that Curato AS has become the leading medical imaging service provider in Norway as a result of a successful expansion program over the past five years.
Another important achievement was the amount of additional commitments received in the CapMan Buyout X fund. Our ability to successfully raise a tenth buyout fund in today's environment is a testament to the resilience of our investment strategy.
A: The Nordic markets have recovered relatively well at the macro level from the economic downturn compared to other European markets. The Nordic business environment is also stable and transparent, and there is an open business culture. Furthermore, cultural differences within the Nordic area are relatively small, which is a competitive advantage in implementing cross-border expansion and consolidation strategies. It is also worth mentioning that the returns on private equity investments have historically been higher in the Nordic region. Finally, Nordic banks are healthy, which gives us good access to bank financing and the active bond market in the region provides an alternative source of financing.
A: 2013 saw a resurgence particularly in large-cap M&A activity. When it comes to our team, we have seen quite a few company auctions in the region and we have also had access to a number of proprietary deals. Over the longer term, we expect exit activity in the market to increase, as many Nordic private equity funds are now in the exit phase.
A: We have complete investment teams in place in all the Nordic markets we operate in: Finland, Sweden, and Norway. Thanks to this local presence, our transaction screening process is very efficient and enables us to identify the right companies easier and faster, instead of being dependent on public auctions. To be successful, we need to find pockets of growth in the right industries and actively work to create value to ensure that exits proceed as planned. The solid and extensive experience of our teams represents a significant success factor in helping us reach our targets.
At any one time, we focus on a few sectors that we believe will show interesting growth opportunities going forward. One good example is the travel and leisure sector, where we were involved in through Royal Ravintolat Oy, which grew into Finland's largest restaurant chain between 1999 and 2002. We also have extensive experience in leisure and entertainment from our investments in Bright Group and Nice Entertainment Group, for example. In addition, we believe that there
are a number of interesting opportunities in the digital communications sector in the Nordic region.
We have been active in making new investments. In early 2014 we agreed to acquire majority holdings in the Kämp Group, a Finnish hotel chain, The North Alliance, a leading Nordic digital communications group, and LämpöLux, a provider of window and door renovation services.
To be successful, we need to find pockets of growth in the right industries and actively work to create value to ensure that exits proceed as planned.
CapMan exited Cardinal Foods in April 2013.
A: Our first important achievement was the first closing of the CapMan Russia II fund; we successfully raised EUR 97 million, despite a challenging fundraising market. A second major achievement was the continued value creation that took place in the portfolio companies of the CapMan Russia fund, established in 2008. One tangible example of our value creation was the successful exit from Russia Baltic Pork Invest ASA, a large-scale pork producer based in Kaliningrad, which we sold to Charoen Pokphand Foods Plc, a SET-listed large agro-food company based in Thailand, in December 2013.
In August, the CapMan Russia II fund invested in MAYKOR, a leading Russian IT outsourcing service provider. We are happy to announce that the investment, the fund's first, was chosen as the best deal of the year by PREQVECA.ru, an information and analytical website devoted to the private equity industry and venture financing in Eastern Europe.
A: As there are only a few private equity managers with a proven track record in the Russian market in addition to CapMan, competition remains low. This provides us with an opportunity to make better deals. There are a number of attractive growth opportunities in Russia, especially in the mid-sized consumer and B2B service segment. From a fundraising perspective, the market remains challenging.
A: The Russian market is currently maturing and we need to choose the sectors we invest in very carefully. In other words, as the growth rate is lower today than it was before the financial crisis, it is crucial to choose the fastest-growing sectors. A good example of one of these is the Russian B2B services market, as companies are outsourcing many functions and operations today, and this trend is expected to continue in the future. The first investment made by CapMan Russia II, in MAYKOR, is a good example of the opportunities offered by a sector experiencing rapid growth. Other interesting sectors with plenty of growth potential are healthcare and software.
A: The most important factor for a new investment is to choose the management team carefully. This is by far the most crucial criterion, as management teams in Russia have a major impact on companies' networks, clients, and investor relations. Having the right people is particularly important compared to Western Europe, where the corporate governance model is better established. When evaluating companies, we prefer to look for market leaders with a range of competitive advantages that operate in a growing sector.
A: Although the macroeconomic environment poses some challenges, I believe the market is full of interesting, attractively priced investment opportunities. These are present especially in the aforementioned growth sectors, which are benefiting from Russia's expanding middle class. Carefully selecting the right businesses in the right
sectors will become more important as the economy matures. Our previous exclusive focus on smaller growth companies posed some challenges in terms of deal sourcing. Now that we have acquired a broader set of skills from recent deals, we are increasingly concentrating on buyout deals.
The first investment made by CapMan Russia II, in MAYKOR, is a good example of the opportunities offered by a sector experiencing rapid growth.
CapMan Russia invests in MAYKOR – a leading Russian IT outsourcing service provider – in August 2013.
A: The Nordic region has been a very bank-dependent market historically in terms of financing. This is still the case, but we have seen a clear shift towards a broader range of financing sources. Banks today are more selective in their lending, both in terms of the size of the loans they grant and leverage. As a result, it has become harder for companies to access financing, generating increased demand for alternative sources of capital.
The main development in this area has been the emergence of an unrated Nordic bond market and bond investors with a significant appetite for investments. This is positive, but we are seeing some build-up of risk here, as investors are moving out further on the risk curve in their search for high yields. It is also a young and unpredictable market that is not suitable or available for all types of borrowers, particularly smaller ones.
This provides an opportunity for alternative lenders such as CapMan Credit. Financing is high on the corporate agenda in terms of acquisition financing, expansion financing, and refinancing, and we believe that the market will become increasingly diverse going forward, with very interesting opportunities for alternative lenders.
A: Yes. While banks remain generally open for business, they have become more selective in terms of what they are interested in, how much financing they are willing to provide, and on what terms. For larger, investment-grade businesses where banks can generate significant ancillary business, attractive financing is easily available, but the picture is quite different for mid-sized companies looking for leverage to finance their acquisitions or expansion.
We are seeing a clear tightening of credit availability and terms in cases where there is some complexity or limited size, or both. Banks have less appetite in these types of situations and borrowers face a more difficult financing environment. Whether or not complexity or size actually represent a real increase in credit risk, banks are hesitant and the terms they offer tend to be unfavorable – if loans are available at all. This is an area where experienced alternative lenders can add value and structure financing packages that are suitable for specific borrowers and situations.
A: Cash flow generation, downside protection and an attractive risk/reward ratio. Every situation that we look at is unique. An investment should be well-structured, suit the borrower, and provide us with sufficient compensation for the risk that we take.
Debt service is key and a leveraged financing structure is not suitable for every business. It is important to identify the companies that can handle leverage and determine how a debt investment can best be structured. We approach opportunities largely from a credit angle, and consider everything from management quality and market position to cyclicality and a second-way out in a negative scenario in our analysis and structuring work.
A: The main trend will be a move towards the use of a wider variety of financing sources. Historically, the Nordic region has been very bank-dependent. As financing has become more complex for many companies, there is clear room for alternative lenders to provide financing structures for borrowers, both as a complement and an alternative to what banks can offer.
More diversity in the financial landscape is here to stay and will provide investment opportunities for local and experienced alternative lenders that have the sourcing capabilities and the structuring expertise needed to access the market and provide investors with attractive returns.
The main trend will be a move towards the use of a wider variety of financing sources. Historically, the Nordic region has been very bank-dependent.
A: The CapMan Public Market fund performed well from a portfolio perspective, as our team's value creation agenda was given an even more central role during 2013. While positive stock market developments provided a general boost, the real value creation effort was focused on the operational level in our portfolio companies, and the CapMan Public Market fund outperformed the Nordic indices in 2013 as a result.
The second milestone for our team was the launch of a second fund based on an activist strategy in listed equities. Although the fund is independent from CapMan, CapMan will have a role in fundraising. I will devote
my time both to the new fund and the original CapMan Public Market fund, which is still in the value creation and exit phase.
A: We look for companies where we, as active owners, can contribute to helping businesses reach their full potential. There are a lot of exciting cases out there, including businesses that are currently not living up to their earnings potential, as well as companies that are inadequately understood by the stock market where we can add value through a strategic repositioning. In general, we prefer Nordic companies with a market cap of between €200 million and 900 million. We do not have any sector preferences and believe that being a local player gives us a competitive edge.
A: Our value creation strategies focus on growing core businesses and reducing operational complexity. In the wake of the financial crisis, many Nordic businesses went into a cost-cutting mode, working hard to streamline their existing businesses. Companies have now moved on from this consolidation phase and are giving increased focus to growth. In addition to promoting operational improvements, we strive to build value by providing a transparent shareholder agenda and improving companies' internal governance. In general, CEOs are positive towards friendly activist owners, as they help clarify what shareholders want companies to accomplish. This approach requires owners to promote a long-term strategy focused on operational improvements.
A: The IPO market in 2013 was the most active since 2007, driven by high valuations and the increased risk appetite of the stock market. A well-functioning stock market offers attractive valuations for private equity funds looking to exit. The strong position of today's market is, of course, relative. The current enthusiasm for going public is not necessarily due to stock markets offering a more attractive form of ownership for companies compared to being privately held, but rather because alternative exit routes offer lower valuations.
Our value creation strategies focus on growing core businesses and reducing operational complexity.
A: We were successful in leasing and repositioning the remaining assets in our first real estate fund, while our second real estate fund and our hotel funds continued providing strong cash flows and dividends to fund investors.
The highpoint of 2013 was the establishment of the CapMan Nordic Real Estate fund, which had its first closing in March. Over the summer, we strengthened the team with the addition of Nigel Pedroz, a very experienced real estate professional, who is now in charge of fundraising and Investor Relations for CapMan Real Estate. We also retained the services of two placement agents for our fundraising, one for Europe and one for
the US. In September, we commenced an intensive fundraising program and held almost 100 investor meetings by the end of the year, including two trips to the US and one to Asia. Thus far, we have already signed three deals for the fund, one in Sweden and two in Denmark.
A: The Nordic economies, especially Sweden, are generally strong and stable relative to the rest of Europe, and growth is expected to take off over the next few years. This will benefit the office market, particularly in larger cities. Prime yields remain at very low levels, while those for secondary properties remain historically wide compared to prime properties, although this gap will probably narrow over the next few years. The retail sector is also seeing the benefits of an improved economy. The strong residential market in larger cities is mainly being driven by people moving from smaller towns for jobs and education.
Interest rates continue to be at historically low levels and seem likely to stay low for some time, which provides us with attractive financing for our transactions. On the other hand, rising interest rates tend to pave the way for acquisition opportunities, as banks may force owners to put properties that are struggling to service their debt because of higher interest rates on the market.
Investor appetite is increasing in the Nordic region, with new capital entering the market looking for deals. Barriers to entry, including the availability of bank financing from Nordic relationship-focused banks, give local players an advantage here.
A: The financial crisis clearly put a dampener on investor demand, and transaction volumes fell to half the level seen in 2006 and 2007. The Nordic countries were less affected than the EU as a whole, however, which experienced uncertainty about the viability of
the Eurozone and concerns about a possible economic collapse. International investors are now looking to enter the European real estate market again, perhaps to diversify after having had a good run over the past few years in the US, South America, and Asia and being underweight in European real estate. Looking at Europe as a whole, Southern Europe is for the more adventurous and the UK and Germany have already seen an increase in international capital. The Nordic countries represent a safer choice, although perhaps not with as much upside as a lucky or well-placed bet in more distressed economies. Our Nordic fund appeals to international investors, as we are active, hands-on managers that can deliver strong returns, even in a market that is flat or growing only slightly.
A: To put it briefly, our approach is to buy well, fix things up, and sell. We like transactions that have defensive characteristics, such as multi-letting, good visibility, accessible location, and positive cash flow. We add value by rolling up our sleeves and working with both assets and tenants. We are a vertically integrated operator, which means that we like to do all our property and asset management ourselves in-house. Our focus is on
strengthening tenancy schedules and working to achieve higher occupancy, higher rents, and longer leases. We also often need to invest in properties to upgrade them or make vacant space attractive to new tenants. We like to stay close to tenants and are always looking for ways to help them improve their space to ensure that they stay and potentially pay higher rent and sign a longer lease.
Our aim is to give investors more than just a market play, which means trying to outperform the Nordic markets by being selective and developing our assets. Any general market improvements just come on top of the returns we provide. Our current main emphasis is on offices in major Swedish and Finnish cities, residential properties in Denmark, and necessity-driven retail centres in great locations in Sweden, Finland, and Denmark.
We add value by rolling up our sleeves and working with both assets and tenants.
CapMan Nordic Real Estate acquired a mixed residential & retail portfolio along Amagerbrogade high street in central Copenhagen in September 2013.
CapMan Plc ("CapMan") complies, in accordance with comply or explain principle, with the Finnish Corporate Governance Code (the "Code") for listed companies issued by the Securities Market Association and entered into force on 1 October 2010. The deviations from the Code are explained below in section 2. Furthermore, CapMan's corporate governance is in compliance with the laws of Finland, its articles of association and the rules and directions of NASDAQ OMX Helsinki Ltd. This Corporate Governance Statement (the "Statement") has been prepared in compliance with the Code's Recommendation 54 (Corporate Governance Statement). The Code as a whole is publicly available on the website of the Securities Market Association at www.cgfinland.fi.
The Statement is reviewed by the Audit Committee of CapMan's Board of Directors (the "Board") and it is issued separate from the report by the Board. CapMan's auditor PricewaterhouseCoopers Oy has checked that the Statement has been issued and that the description of the main features of the internal control and risk management systems pertaining to the financial reporting process contained in the Statement is consistent with the Financial Statements.
For further information regarding CapMan's corporate governance, please visit the company's website at www. capman.com/capman-group/governance.
The Board of Directors has decided, in accordance with the Code's Recommendation 22, that due to the overall small size of the Board, the Audit Committee and the Nomination Committee comprise only two members. CapMan deviates from the Code's Recommendation 29, which corresponds to the independence of the majority of the Nomination Committee members. Ari Tolppanen, the other member of the two-member Nomination Committee, is non-independent of the company. The Board of Directors considers the Nomination Committee membership of Mr Tolppanen to be justified due to his significant ownership of the company's stock. In addition, the Nomination Committee's preparation process for the election of members of the Board of Directors includes consultation with the largest shareholders.
CapMan deviates from the Code's Recommendation 43 (Participation of the directors in a share-based remuneration scheme) which covers the participation of non-executive directors in share-related remuneration schemes. Non-executive members of the Board can participate in a share-related remuneration scheme in accordance with the decision of the general meeting, in which case shareholders have the opportunity to evaluate whether such remuneration is in their interest.
All members of the Board are elected by the general meeting. There is no specific order for the appointment of Board members in the articles of association. According to the articles of association, the Board comprises at least three and at most nine members, who do not have deputies. Members are elected for a term of office of one year, which starts at the close of the general meeting at which they were elected and ends at the close of the AGM following their election. The Board elects a Chairman and a Vice Chairman from among its members.
The AGM held on 20 March 2013 elected six members to the Board. Mr Koen Dejonckheere, Mr Claes de Neergaard, Mr Karri Kaitue, Ms Nora Kerppola, Mr Ari Tolppanen and Mr Heikki Westerlund were elected to the Board. The Board elected from among its members Heikki Westerlund as the Chairman of the Board and Karri Kaitue as the Vice Chairman of the Board. Heikki Westerlund stepped down from the Board of Directors on 7 August 2013 following his appointment as CEO. The Board elected in its meeting on 7 August 2013 from among its members Karri Kaitue as the new Chairman of the Board and Nora Kerppola as the Vice Chairman of the Board.
Teuvo Salminen was a member of the Board until the close of the AGM 2013.
Their biographical details are presented in the table Board of Directors 2013 on page 33 and in the section Board of Directors on page 36.
The Board has in its organizing meeting on 20 March 2013 assessed its members' independence of the company and of its significant shareholders. Karri Kaitue, Nora Kerppola and Claes de Neergaard were independent of both the company and its significant shareholders. Koen Dejonckheere was independent of the company, but non-independent of its significant shareholders. Ari Tolppanen and Heikki Westerlund (stepped down from the Board on 7 August 2013 following his appointment as CEO), CapMan's Senior Partners and members of CapMan Buyout investment team, were non-independent of both the company and its significant shareholders.
Under the Finnish Companies Act and CapMan's articles of association, the Board is responsible for the administration of the company and the proper organisation of its operations. The Board is also responsible for the appropriate arrangement of the control of the company's accounts and finances. The Board has confirmed a written charter for its work, which describes the main tasks and duties, working principles and meeting practices of the Board, and an annual self-evaluation of the Board's operations and working methods.
The Chairman of the Board ensures and monitors that the
Board fulfils the tasks appointed to it under legislation and by the company's articles of association.
In 2013, the Board met ten times (eight meetings for the Board elected by the 2013 AGM and two meetings for the Board elected by the 2012 AGM). The table on page 33 presents Board members' attendance at the meetings in 2013.
The committees are generally established and the committee members elected in the Board's organizing meeting to be held after the AGM from among its members for the same term as the Board. As a general rule, the committee shall have at least three members but, in accordance with Recommendation 22 (Appointment of members to the committees), the committee may, due to the limited number of board members, consist of two members only. The charters for each committee shall be confirmed by the Board and the minutes of the meetings shall be delivered to the Board for information. The committees do not have autonomous decision-making power but the Board makes the decisions within its competence collectively.
In its organizing meeting held on 20 March 2013, CapMan's Board established Audit, Nomination and Remuneration Committees.
The Audit Committee has been established to improve the efficient preparation of matters pertaining to financial reporting and supervision.
The Board has in its organizing meeting on 20 March 2013 elected Karri Kaitue (Chairman) and Nora Kerppola as members of the Audit Committee. In 2013, the Audit Committee met four times in this composition. Prior to AGM 2013, the members of the Audit Committee were Teuvo Salminen (Chairman), Karri Kaitue and Nora Kerppola in which composition the Committee met once in 2013. The table on page 33 presents the Committee members' attendance at the meetings.
The Nomination Committee has been established to improve the efficient preparation of matters pertaining to the nomination and remuneration of Board members. The main duty of the Committee is to give proposals to the AGM on the composition of the Board and on the remuneration of the Board members.
The Board has in its organizing meeting on 20 March 2013 elected Heikki Westerlund (Chairman), Koen Dejonckheere and Ari Tolppanen as members of the Nomination Committee in which composition the Committee met once in 2013.
Heikki Westerlund stepped down from the Board on 7 August 2013 following his appointment as CEO. The Board decided, in accordance with the Code's Recommendation 22, that due to the overall small size of the Board, the Nomination Committee comprises only two members and thus did not elect in its meeting on 7 August 2013 a new member in place of Heikki Westerlund. Koen Dejonckheere was elected as new Chairman.
Prior to AGM 2013, the members of the Nomination Committee were Heikki Westerlund (Chairman), Koen Dejonckheere and Teuvo Salminen in which composition the Committee met once in 2013. The table on page 33 presents the Committee members' attendance at the meetings.
The Remuneration Committee has been established to improve the efficient preparation of matters pertaining to the remuneration and appointment of the CEO and other executives of the company as well as the remuneration policy covering the company's other personnel.
The Board has in its organizing meeting on 20 March 2013 re-elected Nora Kerppola (Chairman), Koen Dejonckheere and Claes de Neergaard as members of the Remuneration Committee. In 2013, the Remuneration Committee met three times. The table on page 33 presents the Committee members' attendance at the meetings.
The Board elects the company's CEO. The CEO's service terms and conditions are specified in writing in the CEO's service contract, which is approved by the Board. The CEO manages and supervises the company's business operations according to the Finnish Companies Act and in compliance with the instructions and authorisations issued by the Board. The CEO shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner. Generally, the CEO is independently responsible for the operational activities of the company and for day-to-day decisions on business activities and the implementation of these decisions. The CEO appoints the heads of business areas. The Board approves the recruitment of the CEO's immediate subordinates. The CEO cannot be elected as Chairman of the Board.
In 2013, CapMan's CEO was Senior Partner Lennart Simonsen (born 1960, LLM, M. Sc. (Law)) until 8 February 2013. The company's Interim CEO during 8 February – 8 August 2013 was CFO Niko Haavisto (born 1972, M. Sc. (Business)). The company's CEO since 8 August 2013 was Senior Partner Heikki Westerlund (born 1966, M.Sc. (Econ.)).
| Name | Personal information | Attendance at the Board meetings |
Attendance at the Committee meetings |
|---|---|---|---|
| Karri Kaitue | Chairman of the Board since 7 August 2013. Vice Chairman of the Board during 20 March – 7 August 2013. Member of the Board since 2012. Born 1964, LL. Lic. Main occupation: Board professional. Chairman of the Audit Committee. |
9/10 | Audit Committee: 5/5 |
| Nora Kerppola | Independent of the company and significant shareholders. Vice Chairman of the Board since 7 August 2013. Member of the Board since 2011. Born 1964, MBA. |
10/10 | Audit Committee: 5/5 Remuneration Committee: |
| Main occupation: CEO of Nordic Investment Group Oy. Chairman of the Remuneration Committee, member of the Audit Committee. Independent of the company and significant shareholders. |
3/3 | ||
| Koen Dejonckheere | Member of the Board since 2010. Born 1969, MBA, M.Sc. (Eng.). Main occupation: CEO of Gimv NV. Chairman of the Nomination Committee since 7 August 2013, member of the Remuneration Committee. |
9/10 | Nomination Committee: 2/2 Remuneration Committee: 2/3 |
| Claes de Neergaard | Independent of the company. Member of the Board since 2011. Born 1949, M.Sc. (Econ.). Main occupation: CEO of Industrifonden and board professional. Member of the Remuneration Committee. Independent of the company and significant |
10/10 | Remuneration Committee: 3/3 |
| Ari Tolppanen | shareholders. Member of the Board since 2013. Born 1953, M.Sc. (Eng.). Main occupation: Senior Partner at CapMan. Member of the Nomination Committee. Non-‐independent Board member. |
8/8 | Nomination Committee: 1/1 |
| Heikki Westerlund | Chairman of the Board during 31 March 2010 – 7 August 2013. Member of the Board during 2010 – 2013. Born 1966, M.Sc. (Econ.). Main occupation: Senior Partner at CapMan, CEO of CapMan since 8 August 2013. Chairman of the Nomination Committee until 7 August 2013. Non-‐independent Board member. |
7/7 | Nomination Committee: 2/2 |
| Name | Personal information | Attendance at the Board meetings |
Attendance at the Committee meetings |
|---|---|---|---|
| Teuvo Salminen | Vice Chairman of the Board during 31 March 2005 – 20 March 2013. Member of the Board during 2001-‐2013. Born 1954, M. Sc. (Econ.), Authorised Public Accountant. Main occupation: Board professional. Chairman of the Audit Committee, member of the Nomination Committee. Independent of the company and significant |
2/2 | Audit Committee: 1/1 Nomination Committee: 1/1 |
| shareholders. |
The internal control and risk management pertaining to the financial reporting process is part of CapMan's overall internal control framework. The key roles and responsibilities for internal control and risk management have been defined in the group's internal guidelines, which are approved and updated by the management of the company.
CapMan's internal control and risk management concerning financial reporting is designed to provide reasonable assurance concerning the reliability, comprehensiveness and timeliness of the financial reporting and the preparation of financial statements in accordance with applicable laws and regulations, generally accepted accounting principles and other requirements for listed companies.
CapMan's business model is based on having a local presence in Finland, Sweden, Norway and Russia, and operating the organisation across national borders. CapMan's subsidiaries in six countries report their results on a monthly basis to the parent company. The accounting function is outsourced except for Finland and Sweden.
Financial information is assembled, captured, analysed, and distributed in accordance with existing processes and procedures. The group has a common reporting and consolidation system that facilitates compliance with a set of common control requirements. The group accounting maintains a common chart of accounts that is applied in all units. Subsidiaries submit their figures monthly to the group accounting where the figures are inserted to the group reporting system for consolidation. The reported figures are reviewed in subsidiaries as well as in group accounting. The group accounting also monitors the balance sheet and income statement items by analytically reviewing the figures. The consolidated accounts of CapMan are prepared in compliance with International Financial Reporting Standards (IFRS) as adopted by the EU.
The Board has the overall responsibility for the proper arrangement of internal control and risk management over financial reporting. The Board has appointed the Audit Committee to undertake the more specific tasks in relation to financial reporting process control such as monitoring the financial statements reporting process, the supervision of the financial reporting process and monitoring the efficiency of the company's internal control. The Audit Committee also reviews regularly the main features of the internal control and risk management systems pertaining to the financial reporting process.
The management of the group is responsible for the implementation of internal control and risk management processes and for ascertaining their operational effectiveness. The management is also responsible for ensuring that the company's accounting practices comply with laws and regulations and that the company's financial matters are managed in a reliable and consistent manner.
The CEO leads the risk management process by defining and allocating responsibility areas. The CEO has nominated the group's CFO as risk manager to be in charge of coordinating the overall risk management process. The risk manager reports regularly to the Audit Committee on matters concerning internal control and risk management. The management has allocated responsibility for establishing more specific internal control policies and procedures to personnel in charge of different functions. Management and accounting department possess appropriate levels of authority and responsibility to facilitate effective internal control over financial reporting.
CapMan has defined financial reporting objectives in order to identify risks related to the financial reporting process. The risk assessment process is designed to identify financial reporting risks and to determine how these risks should be managed.
The control activities are linked to risk assessment and specific actions are taken to address risks and achieve financial reporting objectives. Financial reporting risks are managed through control activities performed at all levels of the organisation. These activities include guidelines and instructions, approvals, authorisations, verifications, reconciliations, analytical reviews, and segregation of duties.
In the annual strategy process, the identified risks are reviewed, the risk management control activities are audited and effects of potential new indentified risks on the strategy are evaluated.
CapMan has defined the roles and responsibilities pertaining to financial reporting as an essential part of group's information and communication systems.
In terms of internal control and financial reporting information, CapMan's external and internal information is obtained systematically, and the management is provided with relevant information on the group's activities. Timely, current and accessible information relevant for financial reporting purposes is provided to the appropriate functions, such as the Board, the management group and the monitoring team. All external communications is handled in accordance with the group disclosure policy, which is available on the company's website www.capman.com/capman-group/governance/disclosure.
To ensure the effectiveness of internal control pertaining to financial reporting, monitoring activities are conducted at all levels of the organisation. Monitoring is performed through ongoing follow-up activities, separate evaluations or a combination of the two. Separate internal audit assignments may be initiated by the Board or management. The scope and frequency of separate evaluations depend primarily on the assessment of risks and the effectiveness of ongoing monitoring procedures. Internal control deficiencies are reported to the management, and serious matters to the Audit Committee and the Board.
The group accounting performs monthly consistency checks of income statement and balance sheet for subsidiaries and business areas. The group accounting team also conducts management fee and cost analysis, quarterly fair value change checks, impairment and cash flow checks as well as control of IFRS changes.The Audit Committee and the Board regularly review group-level financial reports, including comparison of actual figures with prior periods and budgets, other forecasts, monthly cash flow estimates and covenant levels. In addition, the Audit Committee monitors in more detail, among others, the reporting process (including the management's discretionary evaluations), risk management, internal control and audit.
The monitoring team is responsible for collecting the monthly reporting of the funds' portfolio companies, monitoring and forecasting fair value movements and preparing the models for and calculating carried interest income.
Chairman of the Board Independent Member of the Board
Born 1964 Education LL. Lic. Board of directors since 2012 Board committees Audit Committee (Chairman) Main occupation Board professional Key Board memberships Destia Ltd. (Chairman) Key employment history Karri Kaitue has worked as Deputy Chief Executive Officer of Outokumpu Group during 2005–2011. He was a member of the Outokumpu Group Executive Committee during 2002–2011, of which the latest six years he was the Vice Chairman. His responsibilities at Outokumpu included among others Tornio Works, Group strategy, business development and M&A. He joined Outokumpu
Born 1949
Member of the Board Independent member of the Board
Education M.Sc. (Econ.) Board of directors since 2011 Board committees Remuneration Committee (Member) Main occupation CEO of Industrifonden and board professional Key Board memberships CONNECT Sverige (Chairman) Key employment history Previously, Claes de Neergaard was Vice-President at the European Investment Bank and Executive Director at the European Bank for Reconstruction and Development (EBRD). Prior to that he was CEO at Nordbanken Luxembourg SA. He has a long track record of Board assignments in the financial, industrial and property sectors. He has been Chairman of Nordic Investment Bank and the Third AP-fund and First Deputy Chairman of the Swedish Export Credits Guarantee Board.
Koen Dejonckheere Member of the Board Non-independent of CapMan Plc's significant shareholders, independent of the company
Education MBA, M. Sc. (Eng.) Board of directors since: 2010 Board committees Nomination committee (Chairman)
Remuneration committee (Member)
CEO of Gimv NV since 2008
Hospital Group AZ Delta, Belgian Venturing Association, Home Invest REIT, Member of the Executive Committee of Belgian Employers' Association (VBO), Director of the Board of Flemish Employers' Association (VOKA), non-executive Director Enternext SA.
Earlier Koen Dejonckheere was Managing Director and head of Corporate Finance at KBC Securities, where he made major contributions to the European expansion of the corporate finance activities. Previously, he worked for the venture capital fund NeSBIC Groep (now part of Fortis Group), buyout company Halder, Price Waterhouse Corporate Finance Europe, and the former BBL (now part of ING). Dejonckheere has extensive experience as a dealmaker in investment banking and private equity in Belgium and abroad.
Vice Chairman of the Board Independent member of the Board
Born 1964 Education MBA Board of directors since 2011 Board committees Remuneration Committee (Chairman) Audit Committee (Member) Main occupation Managing Director of Nordic Investments Oy Key Board memberships Finnish Fund for Industrial Cooperation Ltd. (Finnfund).
Nora Kerppola has over 20 years of experience in private equity industry in Europe and North America. She has been a partner at GMT Communications in London and a partner at Weiss, Peck & Greer Private Equity (now Robeco) in New York. Previously, Kerppola worked at Investor International (U.S), a subsidiary of Investor AB and affiliated with the Wallenberg family of Sweden. Kerppola started her career in the corporate finance department of Credit Suisse First Boston.
Member of the Board Non-independent of both the company and its significant shareholders
Born 1953 Education M.Sc. (Eng.) Board of directors since: 2013 Board committees Nomination Committee (Member) Main occupation Senior Partner, CEO of CapMan Plc between 1989 - 2005. Worked at CapMan since 1989. Key Board memberships Esperi Care Oy (pj.), Bright Group Oy. Key employment history
Ari Tolppanen has 25 years of experience in private equity. Tolppanen is one of the founders of CapMan and he acted as the CEO of CapMan during the years 1989–2005. He also acted as the Chairman of the European Venture Capital Association (EVCA) during the years 2000–2001. Tolppanen was the Chairman of CapMan's Board of Directors during the years 2005–2010.
Born 1966 Education KTM In Management Group since 2005–2010, 2013 Key positions of trust Walki Group Oy, Orion Corporation Key employment history
Heikki Westerlund is CEO and Senior Partner at CapMan. He was CapMan's Chairman of the Board 2010–2013 and CapMan's CEO 2005–2010. Westerlund joined CapMan in 1994 and has headed CapMan's Technology and Buyout teams. Prior to CapMan he worked for the Finnish Innovation Fund, Sitra.
CFO
Born 1972 Education M. Sc. (Business) In Management Group since 2010 Key employment history Prior to joining CapMan Niko worked for Oriola-KD Corporation as Director of Financial Control and Planning. Before that he worked as financial controller at GE Healthcare Finland and as Authorised Public Auditor at
Head of Business Development and Investor Relations, Senior Partner
Born 1971 Education M.Sc. (Econ.) In Management Group since 2007 Key positions of trust - Key employment history
Prior to CapMan Jerome served as Senior Adviser in the Ministry of Trade and Industry. He focused on finance policy, privatization of state-owned companies and on coordinating private equity related initiaves during Finland's first Presidency in the European Union in 1999.
Key positions of trust - PricewaterhouseCoopers.
Head of CapMan Buyout, Senior Partner
Born 1960 Education M.Sc. (Econ.) In Management Group since 2007 Key positions of trust Espira Gruppen and EastAvab Norway Career history Prior to joining CapMan Kai worked five years as Investment Director at Industrifinans forvaltning ASA and Alfred Berg Industrifinans ASA. He was responsible for private equity investment activities in the Nordic countries. In prior years, Kai has held various senior positions at McKinsey & Company, Norsk Hydro ASA and the Norwegian Ministry of Petroleum and Energy.
Head of CapMan Russia, Senior Partner
Syntynyt 1968 Education M.Sc. (Econ.), MBA, CEFA In Management Group since 2009 Key positions of trust Bank Evropeisky, ROK-1. Career history Hans Christian is responsible for all the investment activity and management of the CapMan Russia team. Prior to joining CapMan Dall Nygård worked at Norum for 12 years, most recently as Managing Director. CapMan acquired Norum in 2008.
Head of CapMan Real Estate, Senior Partner
Born 1975 Education M.Sc. (Econ.), M. Sc. (Pol.) In Management Group since 2010 Key positions of trust: - Career history Prior to CapMan Mika worked for UBS Investment Bank in London.
| M€ | 2009 | 2010 | 2011 | 2012 | 2013 |
|---|---|---|---|---|---|
| Turnover | 36.3 | 38.1 | 32.4 | 27.3 | 29.8 |
| Fees | 33.9 | 33.9 | 28.3 | 25.5 | 26.9 |
| Carried interest | 0.0 | 2.6 | 3.1 | 1.8 | 2.9 |
| Income from real estate consulting | 2.4 | 1.6 | 1.0 | 0.0 | 0.0 |
| Other operating income | 0.1 | 23.0 | 0.6 | 0.2 | 0.0 |
| Operating expenses | -33.0 | -42.8 | -34.9 | -30.3 | -27.9 |
| Fair value gains/losses of investments | -3.3 | 2.7 | 12.8 | 5.3 | 1.2 |
| Operating profit/loss | 0.1 | 21.0 | 11.1 | 2.6 | 3.3 |
| Financial income and expenses | -0.2 | 0.6 | 0.6 | 0.1 | -0.7 |
| Share of associated companies' result | 1.3 | 2.4 | 2.1 | 0.6 | -0.6 |
| Profit/loss before taxes | 1.2 | 23.9 | 13.7 | 3.3 | 2.0 |
| Profit/loss for the financial year | 0.1 | 17.6 | 11.1 | 2.7 | 1.5 |
| Return on equity (ROE), % | 0.2 | 20.8 | 12.4 | 3.2 | 2.0 |
| Return on investment (ROI),% | 2.8 | 19.7 | 11.9 | 4.3 | 3.5 |
| Equity ratio, % | 55.1 | 58.5 | 61.9 | 61.9 | 58.9 |
| Net gearing, % | 34.8 | 7.3 | 14.4 | 32.2 | 22.3 |
| Dividend paid *) | 3.4 | 10.1 | 5.9 | 0.0 | 3.4 |
| Personnel (at year end) | 150 | 150 | 122 | 109 | 103 |
*) Proposal of the Board of Directors to the Annual General meeting for year 2013
| 2009 | 2010 | 2011 | 2012 | 2013 | |
|---|---|---|---|---|---|
| Earnings/share, cents | -3.0 | 17.7 | 10.1 | 0.3 | -1.2 |
| Diluted, cents | -3.0 | 17.7 | 10.1 | 0.3 | -1.2 |
| Shareholders' equity/share, cents | 94.2 | 107.7 | 104.7 | 93.9 | 77.0 |
| Dividend/share, cents *) | 4.0 | 12.0 | 7.0 | 0.0 | 4.0 |
| Dividend/earnings % *) | 0.0 | 68.0 | 70.0 | 0.0 | 0.0 |
| Average share issue adjusted number of | |||||
| shares during the financial year ('000) | 83,016 | 84,255 | 84,255 | 84,255 | 84,269 |
| Share issue adjusted number of shares at year-end ('000) | 84,282 | 84,282 | 84,282 | 84,282 | 85,267 |
| Number of shares outstanding ('000) | 84,255 | 84,255 | 84,255 | 84,255 | 85,240 |
| Own shares at year-end ('000) | 26 | 26 | 26 | 26 | 26 |
*) Proposal of the Board of Directors to the Annual General meeting for year 2013
In line with IFRS standards, the MEUR 15 (2012: MEUR 29) hybrid bond has been included in equity, also when calculating equity per share. The interest on the hybrid bond (net of tax) for the financial year has been deducted when calculating earnings per share.
| M€ | 2013 | 2012 |
|---|---|---|
| Turnover | 29.8 | 27.3 |
| Fees | 26.9 | 25.5 |
| Carried interest | 2.9 | 1.8 |
| Operating profit / loss | 2.8 | -2.3 |
| Profit / loss | 1.5 | -2.5 |
Remaining commitments from CapMan's balance sheet
| M€ | 2013 | 2012 |
|---|---|---|
| Fair value changes of investments | 1.2 | 5.3 |
| Operating profit / loss | 0.5 | 4.9 |
| Profit / loss | -0.1 | 5.3 |
CapMan Group is a private equity fund manager operating in the Nordic countries and Russia. The Group also makes investments in its own funds. The Group operates through two segments: a Management Company business and a Fund Investment business.
In its Management Company business, CapMan raises capital from Nordic and international institutions for the funds that it manages. The investment teams invest this capital in Nordic and Russian companies and Nordic real estate. The Management Company business has two main sources of income: fees and carried interest from funds.
Through its Fund Investment business, CapMan makes investments from its own balance sheet in the funds that it manages. Income in this business is generated by increases in the fair value of investments and realised returns.
The Group's turnover during 2013 grew by 9.1% from 2012 and totalled MEUR 29.8 (2012: MEUR 27.3). The increase in turnover for the year was mainly due to higher fees and carried interest compared to 2012.
Operating expenses totalled MEUR 27.9 (MEUR 30.3). Expenses decreased from last year as a result of lower personnel costs. Expenses for the financial year included the investment teams' share, MEUR 0.9, of total carried interest and approx. MEUR 1.5 non-recurring expenses related to the change in CapMan's CEO, the establishment of the CapMan Nordic Real Estate fund and the assessment of possible M&A activity.
The Group recorded an operating profit of MEUR 3.3 (MEUR 2.6), which represented an increase of 28.6% from last year as a result of higher fees and carried interest income as well as lower expenses.
Financial income and expenses amounted to MEUR -0.7 (MEUR 0.1). The change was due to MEUR 0.4 of non-recurring expenses related to the Group's new financing package. CapMan's share of the profit of its associated companies was MEUR -0.6 (MEUR 0.6). The decrease was mainly due to the fair value change in Maneq investments. The return profile of Maneq investments is largely consistent with that of our own fund investments. Profit before taxes was MEUR 2.0 (MEUR 3.3) and profit after taxes was MEUR 1.5 (MEUR 2.7). Earnings per share were -1.2 cents (0.3 cents) after deducting the (net of tax) interest on the hybrid bond for the financial year.
A quarterly breakdown of turnover and profit, together with turnover, operating profit/loss, and profit/loss by segment for the year are presented in the Notes to the Financial Statements in Section 2. Segment Information.
Turnover generated by the Management Company business during the financial year totalled MEUR 29.8 (MEUR 27.3). Fees increased 5.5% from last year and totalled MEUR 26.9 (MEUR 25.5), due to management fees from CapMan Buyout X, CapMan Russia II and CapMan Nordic Real Estate funds as well as fees generated by CapMan's purchasing scheme (CaPS) and accounting services, among others.
Carried interest income totalled MEUR 2.9 (MEUR 1.8) and was mainly received from the CapMan Equity VII B fund following the exit from MQ Retail AB, Tieturi Oy and Cardinal Foods AS. The operating profit of Management Company business improved significantly and was MEUR 2.8 (loss of MEUR 2.3) and the profit for the year was MEUR 1.5 (loss of MEUR 2.5). The status of the funds managed by CapMan is presented in more detail on the company's website
at www.capman.com/capman-group/funds.
Fair value changes related to fund investments in 2013 were MEUR 1.2 (MEUR 5.3) and represented a 1.6% increase in 2013 (7.0% increase in value during 2012). The modest change in fair values in relation to the objectives was mainly due to weaker financial development of certain portfolio companies. Fair value changes were also influenced by developments in the market value of the listed peers of our portfolio companies and changes in exchange rates. The aggregate fair value of fund investments as of 31 December 2013 was MEUR 64.1 (31 December 2012: MEUR 74.5).
Operating profit for the financial year for the Fund Investment business was MEUR 0.5 (MEUR 4.9) and loss for the financial year was MEUR 0.1 (profit of MEUR 5.3). The Fund Investment business includes the results of Maneq companies, of which CapMan sold part in June 2013.
CapMan invested a total of MEUR 5.5 (MEUR 6.3) in its funds during 2013. The majority of this was allocated to the CapMan Buyout IX fund. CapMan received distributions from funds totalling MEUR 14.1 (MEUR 4.0). CapMan made new commitments in total of MEUR 4.4 into the CapMan Nordic Real Estate and CapMan Russia II funds during the financial year.
The amount of remaining commitments not yet called totalled MEUR 30.3 as of 31 December 2013 (31 December 2012: MEUR 22.5). The aggregate fair value of existing investments and remaining commitments as of the same date was MEUR 94.4 (MEUR 96.9). CapMan invests 1-5% of the original capital in the new funds that it manages, depending on fund size.
Investments in portfolio companies are valued at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVG), while real estate assets are valued in accordance with the value appraisals of external experts.
Investments at fair value and remaining investment capacity by investment area are presented in the Notes to the Financial Statements in Section 16. Investments at fair value through profit and loss and Section 29. Commitments and contingent liabilities.
CapMan's balance sheet totalled MEUR 110.4 as of 31 December 2013 (31 December 2012: MEUR 128.8). Non-current assets amounted to MEUR 87.9 (MEUR 112.4), of which goodwill totalled MEUR 6.2 (MEUR 6.2).
Fund investments booked at fair value totalled MEUR 64.1 (MEUR 74.5). Long-term receivables amounted to MEUR 2.4 (MEUR 20.0). In the end of 2012, Maneq receivables amounted to MEUR 18.7.
In June, CapMan transferred its ownership in 2005- 2011 Maneq funds and long-term receivables from the funds to a Luxembourg company founded by CapMan, Maneq Investments Luxembourg, and sold part of that company to an external investor for a cash consideration of MEUR 14. CapMan's share of Maneq Investments Luxembourg and that company's loan are shown as investments in associated companies. The transaction did not have a material impact on CapMan's results for 2013. As of 31 December 2013, investments in associated companies were MEUR 9.6 at fair value (MEUR 5.2).
Current assets amounted to MEUR 22.6 (MEUR 15.5). Liquid assets (cash in hand and at banks, plus other financial assets at fair value through profit and loss) amounted to MEUR 17.4 (MEUR 7.0). The increase in liquid assets was due to completed exits during 2013 and the partial sale of Maneq assets.
In the Interim Report published on 8 August 2013, CapMan revised the retained earnings and investments in associated companies retrospectively in the opening balance as of 1.1.2012. The mistake relates to the booking of interest receivables in previous financial years. A table showing the change is included in the notes to the financial statements.
CapMan redeemed its MEUR 29 hybrid bond on 18 December in accordance with the bond terms by issuing MEUR 30 million in debt securities, consisting of a MEUR 15 senior bond and a MEUR 15 hybrid bond. The senior bond will have an annual coupon rate of 5.5% and a maturity of four years. The annual coupon rate of the new hybrid bond is 8.0%. The interest on the hybrid bond is deducted from equity as interest is paid, which is annually. The hybrid bond has no maturity, but CapMan has the right to call it in four years from the issue date. The company has an
option to call the bond in two years the earliest from the issue date in accordance with certain terms and conditions.
CapMan Plc had a bank financing package totalling MEUR 43.0 (MEUR 45.0) available as of 31 December 2013, of which MEUR 16.9 (MEUR 32.2) was utilised. Trade and other payables totalled MEUR 11.3 (MEUR 13.2). The Group's interest-bearing net debt amounted to MEUR 14.5 (MEUR 25.5).
CapMan Plc's bank loans include financing covenants, which are conditional to the equity ratio, the ratio of interest bearing bank loans to fund investments from the balance sheet and the level of rolling 12 month EBITDA. CapMan honoured all covenants as of 31 December 2013.
The Group's cash flow from operations totalled MEUR -3.0 for the financial year (MEUR -8.8). Income from fund management fees is paid semi-annually, in January and July, and is shown under working capital
in the cash flow statement. Cash flow from investments totalled MEUR 26.8 (MEUR 0.9) and includes, inter alia, fund investments and repaid capital received by the Group. Cash flow before financing totalled MEUR 23.8 (MEUR -7.9), while cash flow from financing was MEUR -13.4 (MEUR -7.4) as CapMan repaid some of its senior debt.
CapMan Plc's receivables from Maneq funds are specified in more detail in the Notes to the Financial Statements in Section 32. Related party disclosures.
CapMan's equity ratio was 58.9% as of 31 December 2013 (31 December 2012: 61.9%), its return on equity 2.0% (3.2%), and its return on investment 3.5% (4.3%). The target levels for the company's equity ratio and return on equity are at least 60% and over 20%, respectively.
| Key Figures | 31.12.13 | 31.12.12 |
|---|---|---|
| Earnings per share, cents | -1.2 | 0.3 |
| Diluted, cents | -1.2 | 0.3 |
| Shareholders' equity / share, cents * | 77.0 | 93.9 |
| Share issue adjusted number of shares | 84,268,963 | 84,255,467 |
| Number of shares at the end of period | 85,266,991 | 84,281,766 |
| Number of shares outstanding | 85,240,692 | 84,255,467 |
| Company's possession of its own shares, end of period | 26,299 | 26,299 |
| Return on equity, %** | 2.0 | 3.2 |
| Return on investment, %** | 3.5 | 4.3 |
| Equity ratio, % | 58.9 | 61.9 |
| Net gearing, % | 22.3 | 32.2 |
*) In line with IFRS standards, the MEUR 15 (2012: MEUR 29) hybrid bond has been included in equity, also when calculating equity per share. The interest on the hybrid bond (net of tax) for the financial year has been deducted when calculating earnings per share.
CapMan Plc's goal is to distribute at least 50% of net profit as dividends. CapMan Plc's Board of Directors will propose to the Annual General Meeting to be held on 19 March 2014 that a dividend of EUR 0.04 per share will be paid to shareholders. No dividend was paid for 2012. CapMan Plc's distributable assets amounted to MEUR 23.5 on 31 December 2013 (MEUR 12.8 on 31 December 2012).
Capital under management refers to the remaining investment capacity of funds and capital already invested at acquisition cost. Capital increases as fundraising for new funds progresses and declines as exits are made.
The CapMan Buyout X, CapMan Russia II and CapMan Nordic Real Estate funds secured slightly more than MEUR 350 in total commitments by the end of 2013. Fundraising for all three funds continues.
The challenging fundraising market has impacted also CapMan's ongoing fundraising rounds. In 2013, the number of funds in the market increased further from last year with traditional fund investors being increasingly selective in making investment decisions as a result. CapMan has broadened its network geographically and obtained new fund commitments from investor groups, which have not previously invested in private equity funds.
Capital under management was MEUR 3,098.2 as of 31 December 2013 (31 December 2012: MEUR 3,126.7). The decrease was due to completed exits during the financial year. Of the total capital under management, MEUR 1,608.2 (MEUR 1,686.5) was held in funds making investments in portfolio companies and MEUR 1,490.0 (MEUR 1,440.2) in real estate funds.
The members of CapMan Plc's Board of Directors as of the end of 2013 were Karri Kaitue (Chairman), Nora Kerppola (Vice Chairman), Koen Dejonckheere, Claes de Neergaard and Ari Tolppanen.
The members of CapMan Plc's Management Group as of the end of 2013 were CEO Heikki Westerlund, CFO Niko Haavisto, Head of Business Development and IR Jerome Bouix, Head of CapMan Buyout Kai Jordahl, Head of CapMan Russia Hans Christian Dall Nygård and Head of CapMan Real Estate Mika Matikainen.
CapMan employed a total of 103 people as of 31 December 2013 (31 December 2012: 109), of whom 65 (71) worked in Finland and the remainder in the other Nordic countries, Russia, and Luxembourg. A breakdown of personnel by country and team is presented in the Notes to the Financial Statements in Section 4. Employee benefit expenses.
The Annual General Meeting authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledges of the company's B shares. The number of B shares concerned shall not exceed 8,000,000, and the authorisation shall remain in force until the end of the following AGM and 30 June 2014 at the latest. The AGM also authorised the Board to decide on the issuance of shares and other special rights entitling to shares. The number of shares to be issued shall not exceed 17,500,000 B shares and the authorisation shall remain in force until the end of the following AGM and 30 June 2014 at the latest.
Further details on these authorisations can be found in the stock exchange release on the decisions taken by the AGM issued on 20 March 2013.
There were no changes in CapMan Plc's share capital during 2013. Share capital totalled EUR 771,586.98 as of 31 December 2013. Between 26 October and
29 November 2013, a total of 985,225 new CapMan Plc series B shares were subscribed for with the company's stock options 2008B. As a result, the number of B shares increased to 79,516,991. The number of A shares was 5,750,000 as of 31 December 2013.
B shares entitle holders to one vote per share and A shares to 10 votes per share. A shares entitled holders to 41.97% of the company's voting rights and B shares to 58.03%. A shares are held by CapMan Plc's current senior partners. Both classes of shares have an equal dividend entitlement. CapMan Plc's shares are included in the Finnish book-entry system. Redemption obligation clauses associated with shares are detailed in the Notes to the Financial Statements in Section 23. Share capital and shares.
The number of CapMan Plc shareholders increased by 7.0% during 2013 and totalled 6,567 as of 31 December 2013 (31 December 2012: 6,137). CapMan issued two flagging notices in 2013 related to transactions during the financial year. In December a flagging notification was issued as Gimv NV's share of the total number of shares in CapMan Plc fell below 10%. The change was due to an increase of total shares outstanding of CapMan Plc following the share subscriptions based on stock options 2008B.
In September CapMan issued a flagging notification related to Eläkekassa Verso's shareholding falling below 5%.
As of 31 December 2013, the members of the Board of Directors and the CEO held a total of 10,006,950 A and B shares either directly or through companies they control, representing 11,74% of CapMan Plc's shares and 29,94% of voting rights. The Chairman of the Board of Directors and the CEO also held a total of 400,000 2013A options as of the end of the year, entitling them to subscribe to an equivalent number of B shares, representing 0.5% of CapMan Plc's shares and 0.3% of voting rights.
Details on CapMan Plc's owners by sector and size, together with the company's major shareholders,
nominee-registered shares, and redemption obligation clauses covering company shares are presented in the Notes to the Financial Statements in Section 23. Share capital and shares.
As of 31 December 2013, CapMan Plc held a total of 26,299 CapMan Plc B shares, representing 0.03% of both classes of shares and 0.02% of voting rights. The market value of shares held by CapMan was EUR 29,981 as of 31 December 2013 (31 December 2012: EUR 22,091). No changes occurred in the number of shares held by CapMan Plc during the financial year.
As of 31 December 2013, CapMan Plc had two stock option programmes–Option Programme 2008 and Option Programme 2013–in place as part of its incentive and commitment arrangements for key personnel. The Board of Directors decides annually upon the distribution of stock options to the key personnel employed by or to be recruited by the Group.
The share subscription period for stock option programme 2008A ended on 31 December 2012. The stock option programme 2008B covers a maximum of 2,135,000 option entitlements, which will carry an entitlement to subscribe to a maximum of 2,135,000 new B shares. The share subscription period for 2008B options started 1 May 2012 and ended on 31 December 2013. Receivables from shares subscribed to under these options will be entered in the company's unrestricted shareholders' equity. As of 31 December 2013, 2,070,000 2008B stock option entitlements were allocated. Between 1 January and 31 December 2013, a total of 2,035,000 CapMan Plc series B new shares were subscribed for with the company's stock options 2008B, of which 985,225 shares were registered and listed in 2013 and the remaining 1,049,775 shares will be registered and listed during February 2014.
The maximum number of stock options issued under Option Programme 2013 will be 4,230,000, which will carry an entitlement to subscribe to a maximum of 4,230,000 new B shares. The programme is divided into A, B and C series, each of which covers a maximum of 1,410,000 option entitlements. The share subscription price of the 2013A options is EUR 0.92 (the trade volume weighted average quotation of the share during 1 April–31 May 2013 with an addition of 10%), of the 2013B options the trade volume weighted average quotation of the share during 1 April–31 May 2014 with an addition of 10%, and of the 2013C options the trade volume weighted average quotation of the share during 1 April–31 May 2015 with an addition of 10%. The subscription period for 2013A options starts on 1 May 2016, for 2013B options on 1 May 2017 and 2013C options on 1 May 2018. Receivables from shares subscribed to under these options will be entered in the company's unrestricted shareholders' equity. A total of 1,125,000 stock option entitlements under the Option Programme 2013A were allocated between 1 January and 31 December 2013. The terms for the stock option programme are available on CapMan's website.
The impact of these stock option programmes and option issues on the number of CapMan shares and voting rights is described in more detail in the Notes to the Financial Statements in Section 30. Sharebased payments.
CapMan Plc's B shares closed at EUR 1.14 on 31 December 2013 (31 December 2012: EUR 0.84). The trade weighted average price during the financial year was EUR 0.93 (EUR 0.94). The highest price paid was EUR 1.19 (EUR 1.19) and the lowest EUR 0.78 (EUR 0.80). The number of CapMan Plc B shares traded totalled 20.2 million (20.4 million), valued at MEUR 18.9 (MEUR 19.0).
The market capitalisation of CapMan Plc B shares as of 31 December 2013 was MEUR 90.7 (31 December 2012: MEUR 66.0). The market capitalisation of all company shares, including A shares valued at the closing price of B shares, was MEUR 97.2 (MEUR 70.8).
CapMan Group's Financial Statements and the Report of the Board of Directors for 2013 will be published as part of the company's Annual Report for 2013 in February 2014 during week 9. CapMan Plc's 2014 Annual General Meeting will be held on Wednesday 19 March 2014 at 10:00 am in Helsinki. Complete financial statements, as required under the terms of the Finnish Companies Act, will be available on the company's website by 26 February 2014 at the latest.
CapMan Plc's Corporate Governance Statement will be published separately from the Report of the Board of Directors as part of the company's Annual Report for 2013 during week 9 and will be available on the company's website by 26 February 2014 at the latest.
Funds managed by CapMan completed the sale of Cardinal Foods AS in June. The transaction contributed a total of MEUR 1.8 to CapMan's result for 2013. The cash flow impact from the transaction was MEUR 3.7 for 2013.
Funds managed by CapMan completed exits from Curato AS and Nice Entertainment Group in November and Russia Baltic Pork Invest ASA in December. The exits had no significant impact on CapMan's result as the exiting funds are not in carry and as the valuation of the companies at exit was largely already reflected in the fair value change of CapMan's fund investments reported earlier.
Joakim Rubin, Head of CapMan Public Market, stepped down from CapMan's Management Group on 11 November 2013. After the change, CapMan's Management Group consists of Heikki Westerlund, Niko Haavisto, Jerome Bouix, Kai Jordahl, Hans Christian Dall Nygård and Mika Matikainen.
The Public Market Fund continues its exit and value creation activities in line with its strategy. CapMan
participates in the fundraising of a new fund focusing on publicly listed companies, and the fund will pay management fees and carried interests to CapMan based on the commitments to the fund made through CapMan. As a result of the arrangement, Public Market will be reported together with investment areas categorised as "Others" going forward.
CapMan announced the first investments of CapMan Buyout X fund in January 2014. The fund agreed to acquire The North Alliance Group (NOA), a network focused on digital communication in the Nordic markets, and Kämp Group, the leading luxury and lifestyle hotel chain in Finland.
Financial market uncertainty, weak economic development of CapMan's key markets and structural changes in industries central to CapMan's portfolio companies may affect CapMan's operations by delaying exits and reducing the fair value of the Group's fund investments. Fluctuations in exchange rates could also affect the valuation of CapMan's portfolio companies.
The market situation may also impact fundraising conditions by reducing fund investors' willingness and ability to make new commitments to CapMan's funds. Fundraising markets are expected to remain crowded over the short term, possibly affecting the outcome of the on-going fundraising. A successful fundraising effort will impact the total amount of capital under management, hence resulting in new management fees.
The projections related to the profitability of the Management Company business involve significant uncertainty especially related to timing of exits. Due to limitations in forecasting the timing of carried interest and the change in fair value developments, providing financial guidance remains challenging over the short term.
The CapMan Real Estate I fund transferred into carry in 2007. At the end of 2013, a total of MEUR 42.3 in paid-in capital, together with the preferred return to be paid on that capital, had yet to be returned to investors. In light of the current market situation, it is considered unlikely that any further carried interest would be paid from the CapMan Real Estate I fund. Of the 2007 carried interest, some MEUR 6.4 was not entered in CapMan's profit in 2007 but instead left in a reserve in case that some of the carried interest would have to be returned to investors in future. It is possible that the required return of carried interest will exceed the reserved amount at the time of terminating the fund.
The company's financing agreements include financing covenants, which, if breached, may result in increased financing costs for the company or stipulate partial or full repayment of outstanding bank loans.
The EU's Basel III and Solvency II regulatory initiatives limit the ability of European banks and insurance companies to invest in private equity funds, and could therefore impact CapMan's fundraising activity. The coming to force of the AIFMD may impact the reporting requirements of funds and their marketing outside of the EU.
The risks associated with CapMan Plc's operations and the company's risk management are described in more detail in the Notes to the Financial Statements in Section 33. Financial risk management, and in the company's Corporate Governance Statement.
2013 saw a resurgence in large-cap M&A activity. The overall value of European buyouts increased in 2013 compared to the previous year, although the number of deals decreased by approximately 10%.1 The exit market in turn picked up markedly in 2013 with the highest number of exits globally since 2006. 2
The competition in fundraising remained tough as the number of funds in the market further increased
1 2013 buyouts: overall value stabilises around €75bn" unquote | 13 Jan 2014
2 Preqin 2013 Private Equity-Backed Buyout Deals and Exits January 2014
from the previous year. 3 However, the increased exit activity in 2013 resulted in abundant distributions from Europe-focused private equity funds, enabling investors to re-allocate their capital into new funds. 4 According to a survey by Preqin, 90% of investors plan to maintain or increase their allocations to private equity in 2014. In addition, more than half of the investors felt that Europe presents the best investment opportunities in the current financial climate.5 The Nordic countries in particular are considered the most popular investment destinations in 2014.6
The availability of bank financing remains bifurcated in Europe. There is financing available for solid companies and deals, while smaller businesses have difficulties in accessing the capital markets. As expected, credit standards eased for short-term loans towards the end of the year, while they remained more or less unchanged for long-term loans.7 According to a survey by Finnvera, companies have increasingly diverse financing structures and the demand for alternative sources is on the rise. Large companies are increasingly looking into senior bonds and small companies in turn for private equity financing. 8
Russia is still considered an important growth region, although the growth of the Russian economy has slowed down to some degree. Sectors such as IT, B2B services and healthcare, which are independent on the development of oil prices, are expected to continue growing rapidly. These sectors are also the investment focus of CapMan Russia.
In 2013 the volume of real estate transactions in Finland remained at the previous year's level at BEUR 2.1. The volume increased in the fourth quarter due to a couple of larger transaction, where the buyers were mainly international real estate investors.9 In Sweden the transaction volumes
3 Preqin 2013 Private Equity Fundraising January 2014
decreased to BEUR 10 from circa BEUR 12.5 a year before. Investors in Finland and Sweden continued to focus mainly on prime real estate with stable rents although there have been signs of an increased interest towards better secondary properties, especially in Sweden. The yield gap between prime and secondary assets continues to be high. Prime rents were generally stable in the Nordic countries during the fourth quarter of 2013, while there has been increasing pressure on rents and occupancy rates outside the prime areas.10 Availability of traditional senior financing remained scarce, although there have been signs of a recovery in this respect.
The European Directive on Alternative Investment Fund Managers (AIFM directive) came into force on 21 July 2011 and AIFMD Level 2, the supplementing act that guides its implementation, was released on 19 December 2012. The act was scheduled to be integrated into member states' national legislation by 22 July 2013. The implementation of the directive in Finland has been delayed by some months, but it is intended to be integrated into the national legislation during spring 2014. The directive stipulates an operating license for participants, as well as other significant requirements, including fund investor and authority reporting. CapMan evaluates that its organisation and operating model enables it to comply with the requirements of these new regulations, as applicable.
CapMan actively monitors other regulatory developments affecting the industry, including the Basel III and Solvency II initiatives, which are designed to set capital requirements for European banks and insurance companies.
We estimate our earnings per share to improve significantly from the level achieved in 2013 primarily due to increasing operating profit.
4 Preqin Private Equity Spotlight, December 2013
5 Preqin 2013 Private Equity Fundraising January 2014
6 The 2014 Global outlook & Review – Dow Jones
7 ECB The Euro Area Bank Lending Survey January 2014
8 Finnvera, Corporate financing survey 2013.
9 KTI Transactions information service – January 2014
10 The Nordic property Monthly update – January 2014
Our fees will cover our expenses before possible non-recurring expenses related to acquisitions or larger development projects.
CapMan receives carried interest income from funds as a result of a completed exit in the event that the fund already is in carry or will enter carry due to the exit. Our current portfolio holds several investments, which we are ready to exit during 2014.
The fair value development of our own fund investments will have a substantial impact on our overall result in 2014. We expect disparity in the development of individual portfolio companies and real estate also during 2014 depending on their industry and geographical location. In addition, our portfolio companies and real estate are also influenced by various other factors, among others the general development of industries and local economies, valuation multiples of peer companies and exchange rates.
CapMan Plc Board of Directors
| € ('000) | Note | 1.1.–31.12.2013 | 1.1.–31.12.2012 |
|---|---|---|---|
| Turnover | 2 | 29,774 | 27,304 |
| Other operating income | 3 | 187 | 216 |
| Employee benefit expenses | 4 | -15,560 | -17,411 |
| Depreciation | 5 | -664 | -822 |
| Other operating expenses | 6 | -11,630 | -12,017 |
| Fair value gains/losses of investments | 7 | 1,240 | 5,333 |
| Operating profit | 3,347 | 2,603 | |
| Finance income | 8 | 940 | 1,813 |
| Finance costs | 8 | -1,687 | -1,682 |
| Share of associated companies' result | 9 | -610 | 598 |
| Profit before taxes | 1,990 | 3,332 | |
| Income taxes | 10 | -531 | -624 |
| Profit for the financial year | 1,459 | 2,708 | |
| Other comprehensive income: | |||
| Items that will not be reclassified to profit or loss | |||
| Remeasurements of post employment benefit | |||
| obligations | -103 | 0 | |
| Items that may be subsequently reclassified to profit or loss | |||
| Translation difference | 83 | 5 | |
| Total comprehensive income | 1,439 | 2,713 | |
| Profit attributable to: | |||
| Equity holders of the Company | 1,459 | 2,708 | |
| Total comprehensive income attributable to: | |||
| Equity holders of the Company | 1,439 | 2,713 | |
| Earnings per share for profit attributable | |||
| to the equity holders of the Company: | |||
| Earnings per share (basic), cents | 11 | -1.2 | 0.3 |
| Earnings per share (diluted), cents | 11 | -1.2 | 0.3 |
| € ('000) | Note | 31.12.2013 | 31.12.2012 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Tangible assets | 12 | 282 | 364 |
| Goodwill | 13 | 6,204 | 6,204 |
| Other intangible assets | 14 | 1,047 | 1,491 |
| Investments in associated companies | 15 | 9,583 | 5,170 |
| Investments at fair value through profit and loss | |||
| Investments in funds | 16 | 64,122 | 74,465 |
| Other financial assets | 94 | 99 | |
| Receivables | 17 | 2,432 | 19,957 |
| Deferred tax assets | 18 | 4,111 | 4,681 |
| 87,875 | 112,431 | ||
| Current assets | |||
| Trade and other receivables | 19 | 5,199 | 8,532 |
| Other financial assets at fair value | 20 | 361 | 365 |
| Cash and bank | 21 | 17,004 | 6,625 |
| 22,564 | 15,522 | ||
| Non-current assets held for sale | 22 | 0 | 848 |
| Total assets | 110,439 | 128,801 | |
| EQUITY AND LIABILITIES | |||
| Capital attributable to the Company's | |||
| equity holders | 23 | ||
| Share capital | 772 | 772 | |
| Share premium account | 38,968 | 38,968 | |
| Other reserves | 26,107 | 38,814 | |
| Translation difference | 126 | 43 | |
| Retained earnings | -1,112 | 553 | |
| Total equity | 64,861 | 79,150 | |
| Non-current liabilities Deferred tax liabilities |
18 | 1,820 | 2,360 |
| Interest-bearing loans and borrowings | 24 | 25,854 | 22,678 |
| Other liabilities | 25 | 0 | 1,241 |
| Post-employment benefits | 31 | 299 | 169 |
|---|---|---|---|
| 27,973 | 26,448 | ||
| Current liabilities | |||
| Trade and other payables | 26 | 11,344 | 13,219 |
| Interest-bearing loans and borrowings | 27 | 6,000 | 9,785 |
| Current income tax liabilities | 261 | 199 | |
| 17,605 | 23,203 | ||
| Total liabilities | 45,578 | 49,651 | |
| Total equity and liabilities | 110,439 | 128,801 |
| Attributable to the equity holders of the Company | |||||||
|---|---|---|---|---|---|---|---|
| € ('000) | Note | Share capital |
Share premium account |
Other reserves |
Translation difference |
Retained earnings |
Total |
| Equity on 1 January 2012 Change to the opening balance |
772 | 38,968 | 38,679 | 38 | 9,784 -3,784 |
88,241 -3,784 |
|
| Defined pension benefits | -113 | -113 | |||||
| Equity on 1 January 2012 (restated) | 772 | 38,968 | 38,679 | 38 | 5,887 | 84,344 | |
| Profit for the year | 2,708 | 2,708 | |||||
| Other comprehensive | |||||||
| income for the year: | |||||||
| Translation differences | 5 | 5 | |||||
| Total comprehensive | 5 | 2,708 | 2,713 | ||||
| Options | 135 | 272 | 407 | ||||
| Dividends | -5,898 | -5,898 | |||||
| Hybrid bond, interest (net of tax) | -2,463 | -2,463 | |||||
| Other changes | 47 | 47 | |||||
| Equity 31.12.2012 | 23 | 772 | 38,968 | 38,814 | 43 | 553 | 79,150 |
| Profit for the year | 1,459 | 1,459 | |||||
| Other comprehensive income for the year | |||||||
| Defined pension benefits | -103 | -103 | |||||
| Translation differences | 83 | 83 | |||||
| Total comprehensive income for the year | 83 | 1,356 | 1,439 | ||||
| Share issues | 877 | 877 | |||||
| Options | 416 | -388 | 28 | ||||
| Hybrid bond, interest (net of tax) | -2,508 | -2,508 | |||||
| Redemption of hybrid bond | -29,000 | -29,000 | |||||
| Issue of hybrid bond | 15,000 | 15,000 | |||||
| Other changes | -125 | -125 | |||||
| Equity 31.12.2013 | 23 | 772 | 38,968 | 26,107 | 126 | -1,112 | 64,861 |
| € ('000) | Note | 1.1.–31.12.2013 | 1.1.–31.12.2012 |
|---|---|---|---|
| Cash flow from operations | |||
| Profit for the financial year | 1,459 | 2 708 | |
| Adjustments: | |||
| Unpaid income and expenses | 363 | -240 | |
| Change in working capital: | |||
| Change in current non-interest-bearing receivables | 2,819 | -4 653 | |
| Change in current trade payables and other | |||
| non-interest-bearing liabilities | -1,898 | -2 222 | |
| Interest paid | -5,126 | -4 978 | |
| Interest received | 37 | 65 | |
| Dividends received | 0 | 211 | |
| Taxes paid | -619 | 351 | |
| Cash flow from operations | -2,965 | -8 758 | |
| Cash flow from investing activities | |||
| Investments in tangible and intangible assets | -144 | -379 | |
| Investments at fair value through profit and loss | 11,477 | -2 876 | |
| Proceeds from sale of other investments | 19 | 704 | |
| Long-term loan receivables granted | -1,541 | -1 592 | |
| Receivables from long-term receivables | 1,747 | 1 549 | |
| Proceeds from sale of non-current assets | 718 | 2 055 | |
| Sale of interest in an associated company | 14,000 | 0 | |
| Dividends received | 203 | 0 | |
| Interest received | 313 | 1 401 | |
| Cash flow from investing activities | 26,792 | 862 | |
| Cash flow from financing activities Share issue |
877 | 0 | |
| Issue of hybrid bond | 23 | 15,000 | 0 |
| Redemption of hybrid bond | 23 | -29,000 | 0 |
| Loan repayments received from other | 0 | 729 | |
| Proceeds from borrowings | 24 | 15,000 | 40 000 |
| Repayment of long-term loan | -15,325 | -42 197 | |
| Dividends paid | 0 | -5 898 | |
| Cash flow from financing activities | -13,448 | -7 366 | |
| Change in cash and cash equivalents | 10,379 | -15 262 | |
| Cash and cash equivalents at start of year | 6,625 | 21 887 | |
| Cash and cash equivalents at end of year | 21 | 17,004 | 6 625 |
CapMan's core business is private equity fund management and advisory services. The funds managed by CapMan make investments in Nordic and Russian companies and in real estate, mainly in Finland.
The parent company of the Group is CapMan Plc and is domiciled in Helsinki, with a registered office address at Korkeavuorenkatu 32, 00130 Helsinki, Finland.
The Consolidated Financial Statements may be viewed online at www.capman.com, or a hard copy is available from the office of the parent company.
The Consolidated Financial Statements for 2013 have been approved for publication by CapMan Plc's Board of Directors on 5 February 2014. Pursuant to the Finnish Companies Act, shareholders may adopt or reject the financial statements and make decisions on amendments to them at the Annual General Meeting.
The Group's financial statements for 2013 have been prepared in accordance with International Financial Reporting Standards (IFRS) as applied in the European Union. The appendices to the Consolidated Financial Statements have been prepared in accordance with Finnish accounting standards as and where they supplement IFRS requirements.
The preparation of financial statements in conformity with IFRS requires the Group's management to make estimates and assumptions when applying CapMan's accounting principles, and these are presented in more detail under 'Use of estimates'.
The Consolidated Financial Statements have been prepared under the historical cost convention, with the exception of available-for-sale financial assets and financial assets and financial liabilities and derivative instruments through profit or loss, which have valued at fair value.
The information in the Consolidated Financial Statements is presented in thousands of euros.
The following new and amended standards have been adopted by the Group for the first time for the financial year beginning on or after 1 January 2013. The adoption of these standards did not have a material impact on the Group's financial statements.
The main change resulting from these amendments is a requirement for entities to group items presented in 'other comprehensive income' (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendments do not address which items are presented in OCI.
These amendments eliminate the corridor approach and calculate finance costs on a net funding basis. All actuarial profits and losses must be accounted immediately in other comprehensive income.
Disclosures', on asset and liability offsetting This amendment includes new disclosures to enhance the presentation of financial assets and financial liabilities and when those can be offset.
IFRS 13 aims to improve consistency in fair value measurement and provide new disclosure requirements when such measurements are required or permitted by other IFRSs. Standard incorporate the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
These amendments provide additional transition relief to IFRSs 10, 11 and 12, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. For disclosures related to unconsolidated structured entities, the amendments will remove the requirement to present comparative information for periods before IFRS 12 is first applied.
The objective of IFRS 10 is to establish principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entity (an entity that controls one or more other entities) to present consolidated financial statements. It defines the principle of control, and establishes control as the basis for consolidation. It sets out how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate the investee. It also sets out the accounting requirements for the preparation of consolidated financial statements.
IFRS 11 is a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement rather than its legal form. There are two types of joint arrangement: joint operations and joint ventures. Joint operations arise where a joint operator has rights to the assets and obligations relating to the arrangement and therefore accounts for its interest in assets, liabilities, revenue and expenses. Joint ventures arise where the joint operator has rights to the net assets of the arrangement and therefore equity accounts for its interest. Proportional consolidation of joint ventures is no longer allowed.
IFRS 12 includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles.
The IFRS 9 is to replace IAS 39. Currently IFRS 9 contains new requirements for the classification and measurement of financial assets and liabilities. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for) financial assets: amortised cost and fair value. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. The new guidance for hedge accounting aligns hedge accounting more closely with risk management. Also IFRS 9 relaxes the requirements for hedge effectiveness and change what qualifies as a hedged item. IFRS 9 allows hedge accounting for example for risk components of commodities, aggregated exposures, groups of items when hedging foreign currency and equity investments. The guidance in IAS 39 on impairment of financial assets and hedge accounting continues to apply. The standard has not yet endorsed by EU.
The Group will adopt in 2014 the above standards.
The Consolidated Financial Statements include the accounts of all Group companies and associated companies in which the Group has a controlling interest. A controlling interest is defined as existing when the Group holds, either directly or indirectly, more than 50% of the voting rights of a subsidiary or when the Group has the authority to govern the financial and operating policies of a company and receive the financial benefit thereof.
Intra-Group share ownership has been eliminated using the purchase method. All intercompany transactions are eliminated in the Consolidated Financial Statements. Profit and loss, together with all other comprehensive income-related items, are booked to the owners of the parent company or owners not holding a controlling interest in the companies concerned. Non-controlling interests are presented in the Consolidated Balance Sheet under equity separately from equity attributable to the owners of the parent company.
Subsidiaries and businesses acquired during the year are consolidated from the date on which the Group acquires a controlling interest, and in the case of companies and businesses divested by the Group during the financial year up to the date on which CapMan's controlling interest expires.
An associated company is an entity in which the Group has significant influence but does not hold a controlling interest. This is generally defined as existing when the Group holds, either directly or indirectly, more than 20% of a company's voting rights. Associated companies have been consolidated in accordance with the equity method. Under this, the investment in an associated company is carried in the balance sheet at cost plus post-acquisition changes in the Group's share of the company's net assets, less any impairment value. If the Group's share of the loss incurred by an associated company exceeds the book value of its investment, the investment is booked at zero in the balance sheet, and losses exceeding book value are not combined unless the Group is committed to meeting the obligations of the company concerned. The Group's share of the profit recorded by an associated
company during the financial year in accordance with its holding in the company is presented as a separate item in the income statement after operating profit. The investments in associated companies include also the loan receivables at fair value. The change of fair value is shown as the share of associated companies' result in the income statement.
At the end of every reporting period, the Group reviews whether there is objective evidence that the value of its investment in an associated company has declined in value. If there is evidence of such decline, the resulting impairment loss is defined as the difference between the amount recoverable from the company and its book value, and is booked in the income statement under 'Share of profits/losses of associated companies'.
Operating segments are reported in accordance with internal reporting presented to senior management. The latter is responsible for allocating resources to operating segments and evaluating their performance and is defined as the Group's Management Group, which is responsible for taking strategic decisions affecting CapMan.
The result and financial position of each of the Group's business units are measured in the currency of the primary economic environment for that unit ('functional currency'). The Consolidated Financial Statements are presented in euros, which is the functional and presentation currency of the Group's parent company.
Transactions in foreign currencies have been recorded in the parent company's functional currency at the rates of exchange prevailing on the date of the transactions; in practice a reasonable approximation of the actual rate of exchange on the date of the transaction is often used. Foreign exchange differences for operating business items are recorded in the appropriate income statement account before operating profit and, for financial items, are recorded in financial income and expenses. The Group's foreign currency items have not been hedged.
In the consolidated financial statements, the income statements of subsidiaries that use a functional currency other than the euro are translated into euros using the average rates for the accounting period. Their balance sheets are translated using the closing rate on the balance sheet date. All resulting exchange differences are recognised in other comprehensive income.
Translation differences caused by changes in exchange rates for the cumulative shareholders' equity of foreign subsidiaries have been recognised in other comprehensive income.
Tangible non-current assets have been reported in the balance sheet at their acquisition value less depreciation according to plan. Assets are amortised on a straight-line basis over their estimated useful lives, which are:
| Machinery and equipment | 4-5 years |
|---|---|
| Other long-term expenditure | 4-5 years |
The residual values and useful lives of assets are reviewed on every balance sheet date and adjusted to reflect changes in the expected economic benefits where necessary.
Goodwill acquired in a business merger is booked as the sum paid for a holding, the holding held by owners with a non-controlling interest, and the holding previously owned that, when combined, exceeds the fair value of the net assets of the acquisition. Write-offs are not made against goodwill, and possible impairment of goodwill is tested annually. Goodwill is measured as the original acquisition cost less accumulated impairment. The goodwill acquired during a merger is booked against the units or groups of units responsible for generating the cash flow used for testing impairment. Every unit or group of units for which goodwill is booked represents the lowest level of the organisation at which goodwill is monitored
internally for management purposes. Goodwill is monitored at operating segment level.
Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets are recognised in the balance sheet only if the cost of the asset can be measured reliably and if it is probable that the future economic benefits attributable to the asset will flow to the Group.
Agreements and trademarks acquired in business mergers are booked at fair value at the time of acquisition. As they have a limited life, they are booked in the balance sheet at acquisition cost minus accumulated write-offs. IT systems are expensed on the basis of the costs associated with acquiring and installing the software concerned. Depreciation is spread across the financial life of the relevant software licences. Impairment is tested whenever there is an indication that the book value of intangible assets may exceed the recoverable amount of these assets.
The estimated useful lives are:
| Agreements and trademarks | 10 years |
|---|---|
| Other intangible assets | 3-5 years |
The Group reviews all assets for indications that their value may be impaired on each balance sheet date. If such indication is found to exist, the recoverable amount of the asset in question is estimated. The recoverable amount for goodwill is measured annually independent of indications of impairment.
The need for impairment is assessed on the level of cash-generating units, in other words at the smallest identifiable group of assets that is largely independent of other units and cash inflows from other assets. The recoverable amount is the fair value of an asset, less costs to sell or value in use. Value in use refers to the expected future net cash flow projections, which are discounted to the present value, received from the asset in question
or the cash-generating unit. The discount rate used in measuring value in use is the rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment is recorded in the income statement as an expense. The recoverable amount for financial assets is either the fair value or the present value of expected future cash flows discounted by the initial effective interest rate.
An impairment loss is recognised whenever the recoverable amount of an asset is below the carrying amount, and it is recognised in the income statement immediately. An impairment loss of a cashgenerating unit is first allocated to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce the carrying amounts of the other assets of the unit pro rata. An impairment loss is reversed if there is an indication that an impairment loss may have decreased and the carrying amount of the asset has changed from the recognition date of the impairment loss.
The increased carrying amount due to reversal cannot exceed what the depreciated historical cost would have been if the impairment had not been recognised. Reversal of an impairment loss for goodwill is prohibited. The carrying amount of goodwill is reviewed for impairment annually or more frequently if there is an indication that goodwill may be impaired, due to events and circumstances that may increase the probability of impairment.
The Group's financial instruments have been classified into the following categories:
Classification of financial assets is made on the basis of the purpose of the acquisition of financial instruments at the time of initial recognition. Transaction costs are reported in the initial cost of financial assets, excluding items valued at fair value
through profit and loss. All purchases and sales of financial instruments are recognised on the trade date. An asset is eligible for derecognition and removed from the balance sheet when the Group has transferred the contractual rights to receive the cash flows or when it has substantially transferred all of the risks and rewards of ownership of the asset outside the Group. Financial assets are classified as short-term if they have been acquired for trading purposes or fall due within 12 months.
Financial assets at fair value through profit and loss have been divided into two subcategories:
Held for trading and upon initial recognition designated as at fair value through profit and loss.
Financial assets are classified as held for trading if they are acquired principally for the purpose of generating a profit from short-term fluctuations in price. Financial assets held for trading and financial assets with a maturity of less than 12 months are included in current assets. The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. Both unrealised and realised gains and losses caused by changes in fair value are reported in the income statement under 'Changes in the fair value of investments' for the financial period in which they arise. Derivatives are also categorised as held for trading unless they are designated as hedges.
The majority of available-for-sale financial assets are fund investments, for which fair value is calculated using the guidelines of the International Private Equity and Venture Capital Valuation Guidelines (IPEVG) and, taking into account the valuation principles in IAS 39 for the fair value of investments that are not quoted in an active market, using multiples based on the current performance level of portfolio companies. IPEVG are generally used for fair value valuation in the private equity industry, and the guidelines have been prepared in the light of IFRS requirements. Investments in real estate are valued at fair value based on appraisals made by independent external experts.
Loans and other receivables include receivables from associated companies, sales receivables, and other receivables. Receivables are booked at their original fair value and are subsequently valued at amortised cost using the effective interest method. Placement Agent fees associated with fundraising for CapMan's funds are amortised over five years and presented in the line item receivables. Receivables are classified as long-term if their maturity exceeds 12 months. Impairment is reviewed at the end of every reporting period and recognised if there is objective evidence that the Group will not receive a receivable under its original terms.
The majority of receivables are related to long-term receivables from associated companies, the value of which is affected by changes in the value of fund investments made by these companies. Impairment testing of receivables from associated companies takes into consideration a fund's fair value, its life cycle phase, and the fund's expected returns when all investments are realised. The associated credit risk is described in Section C (Credit risk) of Section 33 (Financial risk management).
Cash and short-term deposits in the balance sheet comprise cash in banks and in hand, together with liquid short-term deposits. Cash assets have a maximum maturity of three months. Short-term investments in third-party funds have been categorised as financial assets at fair value through profit and loss, and are presented in this category.
Financial liabilities largely consist of loans from financial institutions and interest options used for hedging the interest rates of the Group's interestbearing debts. Financial liabilities are initially recognised at fair value. Transaction costs are reported in the initial book value of the financial liability. Financial liabilities are subsequently carried at amortised cost using the effective interest method. Financial liabilities are reported in noncurrent and current liabilities.
At the end of the year CapMan issued a €15 million hybrid bond and redeemed its €29 million hybrid bond, which was issued on December 2008. The hybrid bond has been treated as equity in the Group's financial statements under IFRS. The hybrid bond has no maturity, but CapMan has the right to call it four years from the issue date. The company has an option to call the bond in two years the earliest from the issue date in accordance with certain terms and conditions. The interest on the hybrid bond is deducted from equity as interest is paid, which is annually.
Dividend payment covers the dividend decided on by the Annual General Meeting. The dividend proposed to the Annual General Meeting by the Board of Directors is not subtracted from distributable funds until approved by the Annual General Meeting.
All the Group's leasing arrangements are classified as operating leases, as the risks and benefits of ownership remain with the lessor. Operating lease payments are recognised as an expense in the income statement on a straight-line basis. The CapMan Group does not act as a lessor.
Provisions are recognised in the balance sheet when the Group has a current obligation (legal or constructive) as a result of a past event, and it is probable that an outflow will be required to settle the obligation and a reliable estimate of the outflow can be made.
The Group's provisions are evaluated on the closing date and are adjusted to match the best estimate of their size on the day in question. Changes are booked in the same entry in the income statement as the original provision.
The Group operates various post-employment schemes, including both defined benefit and defined contribution pension plans.
The defined contribution pension plan is a pension plan in accordance with the local regulations and practices of its business domiciles. Payments made to these plans are charged to the income statement in the financial period to which they relate. Pension cover has been arranged through insurance policies provided by external pension institutions. Typically defined benefit plans define an amount of pension benefit that employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined obligation at the end of the reporting period less the fair value of plan asset. The defined benefit obligation is calculated annually by independent actuaries according to IAS 19.
The fair value of stock options is assessed on the date they are granted and are expensed in equal instalments in the income statement over the vesting period of the rights concerned. An evaluation of how many options will generate an entitlement to shares is made at the end of every reporting period. Fair value is determined using the Black-Scholes pricing model. The terms of the stock option programs are presented in Section 30: Share-based payments.
Revenue is recognised to the extent that it is probable that economic benefits from business activities will flow to the Group and the amount of revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
As a fund manager, CapMan receives management fees during a fund's entire period of operations. This fee is typically based on the fund's original size during its investment period, which is usually five years. Thereafter the fee is typically based on the acquisition cost of the fund's remaining portfolio.
Annual management fees are usually 0.5-2.0% of a fund's total commitments, depending whether the fund is a real estate fund, a mezzanine fund, or an equity fund. In the case of real estate funds, management fees are also paid on committed debt capital. The average management fee percentage paid by CapMan-managed funds is approx. 1%.
Carried interest refers to the distribution of the profits of a successful private equity fund among fund investors and the fund manager responsible for the fund's investment activities. In practice, carried interest means a share of a fund's cash flow received by the fund manager after the fund has transferred to carry.
The recipients of carried interest in the private equity industry are typically the investment professionals responsible for a fund's investment activities. In CapMan's case, carried interest is split between CapMan Plc and funds' investment teams. The table of funds published in CapMan's interim reports details CapMan Plc's share of a fund's cash flow if it is in carry.
CapMan applies a principle where funds transfer to carry and carried interest income are based on realised cash flows, not on a calculated and as yet unrealised return. As the level of carried interest income varies, depending on the timing of exits and the stage at which funds are in their life cycle, predicting future levels of carried interest is difficult.
To transfer to carry, a fund must return its paid-in capital to investors and pay a preferential annual return on this. The preferential annual return is known as a hurdle rate, which is regularly set at 8% IRR p.a. When a fund has transferred to carry, the remainder of its cash flows is distributed between investors and the fund manager. Investors typically receive 80% of the cash flows and the fund manager 20%. When a fund is generating carried interest, the fund manager receives carried interest income from all of the fund's cash flows, even if an exit is made at below the original acquisition cost.
Potential repayment risk to the funds (clawback) is estimated by management at balance sheet date in the consolidated financial statements and quarterly results. The management estimate includes significant estimates relating to investment exit timing, exit probability and realisable fair value.
The clawback is measured estimating a weighted average of all possible outcomes (the "expected value" method). The clawback is an adjustment to the related revenue recognised and is presented in short-term accruals in the consolidated balance sheet.
Tax expenses in the consolidated income statement comprise taxes on taxable income and changes in deferred taxes for the financial period. Taxes are booked in the income statement unless they relate to other areas of comprehensive income or directly to items booked as equity. In these cases, taxes are booked to either other comprehensive income or directly to equity. Taxes on taxable income for the financial period are calculated on the basis of the tax rate in force for the country in question. Taxes are adjusted on the basis of deferred income tax assets and liabilities from previous financial periods, if applicable. The Group's taxes have been recognised during the financial year using the average expected tax rate.
Deferred taxes are calculated on temporary differences between the carrying amount and the tax base. Deferred taxes have only been recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. The largest temporary differences arise from the valuation of investments at fair value. Deferred taxes are not recognised for non-tax deductible amortisation of goodwill. Deferred taxes have been measured at the statutory tax rates enacted by the balance sheet date and that are expected to apply when the related deferred tax is realised.
In the analysis on financial performance, items that are material either because of their size or their nature, or that are non-recurring are considered oneoff items. Such items are e.g. impairment losses, restructuring expenses or severance pay, and major capital gains and losses on disposals.
The preparation of the financial statements in conformity with IFRS standards requires Group management to make estimates and assumptions in applying CapMan's accounting principles. These estimates and assumptions have an impact on the reported amounts of assets and liabilities and disclosure of contingent liabilities in the balance sheet of the financial statements and on the reported amounts of income and expenses during the reporting period. Estimates have a substantial impact on the Group's operating result. Estimates and assumptions have been used in assessing the impairment of goodwill, the fair value of fund investments, the impairment testing of intangible and tangible assets, in determining useful economic lives, and in reporting deferred taxes, among others.
The determination of the fair value of fund investments using the International Private Equity and Venture Capital Valuation Guidelines takes into account a range of factors, including the price at which an investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment. Because there is significant uncertainty in the valuation of, or in the stability of, the value of illiquid investments, the fair values of such investments as reflected in a fund's net asset value do not necessarily reflect the prices that would actually be obtained when such investments are realised.
Impairment testing for goodwill is performed annually. The most significant management assumptions related to the recoverable amount of an asset are linked to the timing and size of new funds to be established and the accrual of potential carried interest income. The management fees received by funds are based on agreements and, for a fund's
operational period of approximately ten years, yields can be predicted quite reliably. Estimates and assumptions include new funds established as part of CapMan's ongoing operations. A new fund is established at the end of an investment period,
typically four years. Carried interest income is taken into account in estimates and assumptions when the realisation of carry seems likely.
CapMan has two operating segments: the Management Company business and Fund Investments. The Management Company business is subdivided into two business areas: CapMan Private Equity, which manages funds that invest in portfolio companies, and CapMan Real Estate, which manages funds that invest in real estate. Income from the Management Company business is derived from
management fees paid by funds and carried interest received from funds. The Fund Investment business comprises fund investments made from CapMan Plc's balance sheet and investments in Maneq funds. Income from the Fund Investment business is derived from realised returns on fund investments and changes in the fair value of investments.
| Fund | |||||
|---|---|---|---|---|---|
| € ('000) | Management company business | investments | Total | ||
| CapMan | CapMan | ||||
| Private Equity | Real Estate | Total | |||
| Turnover | 22,628 | 7,146 | 29,774 | 0 | 29,774 |
| Operating profit/loss | 2,951 | -150 | 2,801 | 546 | 3,347 |
| Profit/loss for the financial year | 1,673 | -150 | 1,523 | -64 | 1,459 |
| Assets | 7,326 | 301 | 7,627 | 80,248 | 87,875 |
| Total assets includes: | |||||
| Investments in associated companies | 0 | 0 | 0 | 9,583 | 9,583 |
| Non-current assets held for sale | 0 | 0 | 0 | 0 | 0 |
| Fund | |||||
|---|---|---|---|---|---|
| € ('000) | Management company business | Total | |||
| CapMan | CapMan | ||||
| Private Equity | Real Estate | Total | |||
| Turnover | 20,529 | 6,775 | 27,304 | 0 | 27,304 |
| Operating profit/loss | -1,401 | -895 | -2,296 | 4,899 | 2,603 |
| Profit/loss for the financial year | -1,614 | -931 | -2,545 | 5,253 | 2,708 |
| Assets Total assets includes: |
7,817 | 444 | 8,261 | 104,170 | 112,431 |
| Investments in associated companies | 0 | 0 | 0 | 5,170 | 5,170 |
| Non-current assets held for sale | 848 | 0 | 848 | 0 | 848 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Sales of tangible assets | 19 | 216 |
| Other items | 168 | 0 |
| Total | 187 | 216 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Salaries and wages | 13,424 | 14,382 |
| Pension expenses - defined contribution plans | 1,743 | 2,053 |
| Pension expenses - defined benefit plans | 106 | 0 |
| Share-based compensation expenses | 28 | 322 |
| Other personnel expenses | 259 | 654 |
| Total | 15,560 | 17,411 |
Remuneration of the management is presented in Note 32. Related party disclosures.
The shared based compensations recognised in the income statement are based on the fair value of the instrument which is measured using the Black & Scholes option pricing model.
The counter-entry to the expenses entered in the income statement is retained earnings, and therefore the expense has no effect on total equity.
The terms of the stock option programs are presented in Note 30. Share-based payments.
| Personnel | 2013 | 2012 |
|---|---|---|
| By country | ||
| Finland | 65 | 71 |
| Sweden | 18 | 16 |
| Norway | 8 | 8 |
| Russia | 11 | 13 |
| Luxembourg | 1 | 1 |
| In total | 103 | 109 |
| By team | ||
| CapMan Private Equity | 44 | 47 |
| CapMan Real Estate | 23 | 23 |
| CapMan Platform | 36 | 39 |
| In total | 103 | 109 |
| Average number of people employed | 104 | 115 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Depreciation by asset type | ||
| Intangible assets | ||
| Other intangible assets | 554 | 632 |
| Total | 554 | 632 |
| Tangible assets | ||
| Machinery and equipment | 110 | 190 |
| Total | 110 | 190 |
| Total depreciation | 664 | 822 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Included in other operating expenses: | ||
| Other personnel expenses | 740 | 938 |
| Office expenses | 2,674 | 2,743 |
| Travelling and entertainment | 775 | 1,132 |
| External services | 5,506 | 4,786 |
| Other operating expenses | 1,935 | 2,418 |
| Total | 11,630 | 12,017 |
| Audit fees | ||
| PricewaterhouseCoopers Oy, | ||
| Authorised Public Accountants | ||
| Audit fees | 214 | 203 |
| Tax advices | 17 | 16 |
| Other fees and services | 72 | 40 |
| Total | 303 | 259 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Investments at fair value through profit and loss | ||
| Gains/losses of investments, realised | 2,981 | 3,326 |
| Fair value gains/losses of investments, unrealised | -1,741 | 2,007 |
| Total | 1,240 | 5,333 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Finance income | ||
| Interest income, loan receivables | 698 | 1,668 |
| Interest income, deposits | 26 | 62 |
| Dividend income | 21 | 27 |
| Other interest income | 108 | 0 |
| Exchange gains | 87 | 56 |
| Total | 940 | 1,813 |
| Finance costs | ||
| Interest expenses/loans | -839 | -848 |
| Interest and finance expenses, derivative instruments | -209 | -190 |
| Other interest and finance expenses | -529 | -557 |
| Exchange losses | -110 | -87 |
| Total | -1,687 | -1,682 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Share of associated companies' result | -610 | 598 |
| Total | -610 | 598 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Current income tax | 264 | 427 |
| Taxes for previous years | -27 | 300 |
| Deferred taxes | ||
| Temporary differences | 207 | -103 |
| Impact of change in the Finnish tax rate | 87 | 0 |
| Total | 531 | 624 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Profit before taxes | 1,990 | 3,332 |
| Tax calculated at the domestic corporation tax rate of 24,5% | 487 | 817 |
| Effect of different tax rates outside Finland | 109 | -85 |
| Tax exempt income | -401 | -244 |
| Non-deductible expenses | 30 | 26 |
| Effect of consolidation | 246 | -190 |
| Taxes for previous years | -27 | 300 |
| Impact of change in the Finnish tax rate | 87 | 0 |
| Income taxes in the Group Income Statement | 531 | 624 |
After completing a tax audit 2010-2011 in Finland, the Finnish tax authorities asserted that some of the operations of the Group's parent company, CapMan Plc, include financial services exempt from VAT and that the parent company should not deduct VAT on certain costs incurred as a result. CapMan Plc disagrees with this assertion and has appealed the decision and submitted a request for rectification. The claim from the tax authorities is approximately MEUR 1.0. CapMan has not booked a contingency to cover this in its Financial Statements for 2011, 2012 or 2013.
Basic earnings per share is calculated by dividing the distributable retained profit for the financial year by the average share issue adjusted number of shares, excluding shares that have been purchased by the Company and are presented as the Company's own shares. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
| 2013 | 2012 | |
|---|---|---|
| Attributable to the equity holders of the Company, € ('000) | 1,459 | 2,708 |
| Interest expense on hybrid bond (net of tax) € ('000) | -2,436 | -2,463 |
| Profit/loss used determine diluted earnings per share € ('000) | -977 | 245 |
| Weighted average number of shares ('000) | 84,295 | 84,281 |
| Own shares ('000) | -26 | -26 |
| Weighted average number of shares ('000) | 84,269 | 84,255 |
| Effect of options ('000) | 0 | 0 |
| Weighted average number of shares adjusted for the effect | ||
| of dilution ('000) | 84,269 | 84,255 |
| Earnings per share (basic), cents | -1.2 | 0.3 |
| Earnings per share (diluted), cents | -1.2 | 0.3 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Machinery and equipment | ||
| Acquisition cost at 1 January | 1,907 | 1,784 |
| Additions | 35 | 143 |
| Disposals | 0 | -20 |
| Acquisition cost at 31 December | 1,942 | 1,907 |
| Accumulated depreciation at 1 January | -1,663 | -1,466 |
| Accumulated depreciation in changes | -7 | -7 |
| Depreciation for the financial year | -110 | -190 |
| Accumulated depreciation at 31 December | -1,780 | -1,663 |
| Book value on 31 December | 162 | 244 |
| Other tangible assets | ||
| Acquisition cost at 1 January | 120 | 120 |
| Book value on 31 December | 120 | 120 |
| Tangible assets total | 282 | 364 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Acquisition cost at 1 January | 13,169 | 13,169 |
| Disposals | 0 | 0 |
| Acquisition cost at 31 December | 13,169 | 13,169 |
| Accumulated impairment at 1 January | -6,965 | -6,965 |
| Accumulated impairment at 31 December | -6,965 | -6,965 |
| Book value on 31 December | 6,204 | 6,204 |
The majority of goodwill consists of CapMan's acquisition on 27 August 2008 of private equity house Norum, whose goodwill was €5.7 million as at 31 December 2013.
The management of the Russian funds form a cash generating unit. Cash flow projections have been prepared for ten years with no residual value consideration. The cash flow is based on a long term contract, whereby the cash flows for the current fund can be estimated with reasonable reliability. The discount percentage used is 12.7%. There is no significant country risk attached to these cash flows, as they relate to management fees received from international investors.
The carrying amount of goodwill is generally sensitive to the success of fundraising. The goodwill may be impaired in the future in the event that new funds are not established, the funds' size is less than estimated, or in case of delays in the fundraising process. Carried interest income is taken into consideration only when the fund has entered into carry or it can reliably be estimated to generate carried interest.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Acquisition cost at 1 January | 5,065 | 4,828 |
| Additions | 109 | 237 |
| Acquisition cost at 31 December | 5,174 | 5,065 |
| Accumulated depreciation at 1 January | -3,574 | -2,947 |
| Depreciation for the financial year | -554 | -632 |
| Translation difference | 1 | 5 |
| Accumulated depreciation at 31 December | -4,127 | -3,574 |
| Book value on 31 December | 1,047 | 1,491 |
Other intangible assets include software €0.2 million and the management fee agreement of €0.7 million regarding the purchase of Norum.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Acquisition cost at 1 January | 5,170 | 4,563 |
| Share of the result | -610 | 607 |
| Additions / disposals | 5,023 | 0 |
| Acquisition cost at 31 December | 9,583 | 5,170 |
In June, CapMan transferred its ownership in 2005-2011 Maneq funds (including equity and loan receivables) to a Luxembourg company founded by CapMan and sold part of that company for a cash consideration of MEUR 14. After the transaction, the Group's share of the Maneq funds is approx. MEUR 9.6, including the loan of MEUR 6.7, at fair value as of 31 December 2013.
The Group's share of the results of its principal associates and its aggregated assets, liabilities, turnover and result are as follows:
| € ('000) | ||||||
|---|---|---|---|---|---|---|
| Associated companies: | ||||||
| Assets | Liabilities | Turnover | Profit/loss | Ownership % | ||
| BIF Management Ltd | 34 | 0 | 0 | -19 | 33.33% | |
| Baltic SME Management B.V. | Jersey The Netherlands |
3 | 12 | 0 | -15 | 33.33% |
| Maneq 2002 AB | Sweden | 241 | 1 | 26 | -10 | 35.00% |
| Maneq 2004 AB | Sweden | 533 | 1 | 443 | 457 | 41.90% |
| Maneq Investments Luxembourg S.a.r.l. | Luxembourg | 22,183 | 16,720 | 0 | 19 | 18.18% |
| Yewtree Holding AB | Sweden | 679 | 1 | 0 | -83 | 35.00% |
| Total | 23,673 | 16,735 | 469 | 349 |
€ ('000)
Associated companies:
| Assets | Liabilities | Turnover | Profit/loss | Ownership % | ||
|---|---|---|---|---|---|---|
| BIF Management Ltd | Jersey | 53 | 0 | 144 | -11 | 33.33% |
| Baltic SME Management B.V. | The Netherlands | 14 | 13 | 0 | -17 | 33.33% |
| Maneq 2002 AB | Sweden | 416 | 0 | 0 | -8 | 35.00% |
| Maneq 2004 AB | Sweden | 568 | 7 | 133 | 154 | 41.90% |
| Maneq 2005 AB | Sweden | 5,165 | 1,748 | 169 | 384 | 33.60% |
| Maneq 2006 AB | Sweden | 2,644 | 2 | 0 | 10 | 33.60% |
| Maneq 2007 AB | Sweden | 8,205 | 5,862 | 0 | 127 | 37.40% |
| Maneq 2008 AB | Sweden | 15,918 | 11,883 | 49 | 469 | 33.80% |
| Maneq 2009 AB | Sweden | 2,789 | 2,470 | 0 | -139 | 34.40% |
| Maneq 2010 AB | Sweden | 3,421 | 1,972 | 0 | -19 | 32.40% |
| Maneq 2011 AB | Sweden | 2,176 | 1,533 | 0 | 40 | 36.40% |
| Yewtree Holding AB | Sweden | 846 | 1 | 47 | 204 | 35.00% |
| Total | 42,215 | 25,491 | 542 | 1,194 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Investments in funds | ||
| Investments in funds at 1 January | 74,465 | 70,167 |
| Additions | 5,496 | 6,333 |
| Disposals | -14,098 | -4,042 |
| Fair value gains/losses of investments | -1,741 | 2,007 |
| Investments in funds at 31 December | 64,122 | 74,465 |
The cumulative fair value losses of investments in funds are €6.3 million (2012: €8.0 million).
| € ('000) | 2013 | 2012 |
|---|---|---|
| Buyout | 33,897 | 39,562 |
| Mezzanine | 2,660 | 3,647 |
| Russia | 4,036 | 4,202 |
| Public Market | 5,296 | 4,009 |
| Real Estate | 7,345 | 6,862 |
| Others | 8,153 | 11,833 |
| Access | 2,735 | 4,350 |
| Total | 64,122 | 74,465 |
| Other financial assets | ||
| Other investments at 1 January | 99 | 597 |
| Additions/disposals | -5 | -498 |
| Other investments at 31 December | 94 | 99 |
Investments at fair value through profit and loss include mainly CapMan's own investments in the funds.
The valuation principles are presented in Note 1. Accounting policies.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Loan receivables from associated companies 1) | 0 | 18,721 |
| Other loan receivables 2) | 2,094 | 1,217 |
| Other receivables 3) | 338 | 19 |
| Total | 2,432 | 19,957 |
Loan receivables from associated companies are presented in Table 32. Related party disclosures.
Other loan receivables include receivables from Norum Russia Co-Investment Ltd €1.1 million and receivables from NEP Priedvidza S.a.r.l. €0.6 million.
Non-current receivables have a fair value equal to their book value.
1) Loan receivables from associated companies
| € ('000) | 2013 | 2012 |
|---|---|---|
| Senior loans | 0 | 8,792 |
| Mezzanine loans | 0 | 9,929 |
| Other loans receivables | 0 | 0 |
| Total | 0 | 18,721 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Other loans receivables | 2,094 | 1,217 |
| Total | 2,094 | 1,217 |
Senior loans, mezzanine loans and other loan receivables are interest-bearing.
3) Other long-term receivables are non-interest-bearing.
| Charged to Income |
Charged in | |||
|---|---|---|---|---|
| € ('000) | 31.12.2012 | Statement | equity | 31.12.2013 |
| Deferred tax assets | ||||
| Accrued differences | 1,463 | -156 | 0 | 1,307 |
| Fair value gains/losses of investments | 294 | -222 | 0 | 72 |
| Employee benefits | 526 | -423 | 29 | 132 |
| Interest expense on hybrid bond | 2,398 | 0 | 202 | 2,600 |
| Total | 4,681 | -801 | 231 | 4,111 |
| Deferred tax liabilities | ||||
| Accrued differences | 2,360 | -507 | -81 | 1,772 |
| Employee benefits | 0 | 0 | 48 | 48 |
| Total | 2,360 | -507 | -33 | 1,820 |
| Charged to Income |
Charged in equity |
|||
|---|---|---|---|---|
| € ('000) | 31.12.2011 | Statement | 31.12.2012 | |
| Deferred tax assets | ||||
| Accrued differences | 1,723 | -260 | 0 | 1,463 |
| Fair value gains/losses of investments | 572 | -278 | 0 | 294 |
| Employee benefits | 100 | 323 | 103 | 526 |
| Interest expense on hybrid bond | 1,630 | 0 | 768 | 2,398 |
| Total | 4,025 | -215 | 871 | 4,681 |
| Deferred tax liabilities | ||||
| Accrued differences | 2,569 | -256 | 0 | 2,313 |
| Employee benefits | 0 | 0 | 47 | 47 |
| Total | 2,569 | -256 | 47 | 2,360 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Trade receivables | 472 | 470 |
| Receivables from associated companies | 51 | 691 |
| Loan receivables | 73 | 28 |
| Accrued income | 1,895 | 1,256 |
| Other receivables | 2,708 | 6,087 |
| Total | 5,199 | 8,532 |
The Group has had no bad debts.
Accrued income includes mainly accrual items.
Other receivables include mainly the receivables from the funds.
Trade and other receivables by currency at end of year:
| Trade and other receivables | Amount in foreign currency |
Amount in euros |
proportion |
|---|---|---|---|
| EUR | 3,641 | 70% | |
| NOK | 1,049 | 125 | 2% |
| SEK | 12,694 | 1,433 | 28% |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Other financial assets at fair value | 361 | 365 |
| Total | 361 | 365 |
Other financial assets at fair value includes shares in external investment fund companies €0.4 million.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Bank accounts | 17,004 | 6,625 |
| Total | 17,004 | 6,625 |
Cash and bank includes bank accounts.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Non-current assets held for sale at fair value | 0 | 848 |
| 1% share of Access Capital Partners Group S.A. | ||
| Total | 0 | 848 |
CapMan sold 1% of Access shares in 2013.
| Number of A shares |
Number of B shares |
Total | |
|---|---|---|---|
| Movements in the number of shares: | ('000) | ('000) | ('000) |
| At 31 December 2011 | 5,750 | 78,532 | 84,282 |
| At 31 December 2012 Share issue |
5,750 | 78,532 985 |
84,282 985 |
| At 31 December 2013 | 5,750 | 79,517 | 85,267 |
CapMan Plc has two series of shares, A (10 votes) and B (1 vote). The shares have no nominal value.
The total authorised number of ordinary shares is A 156,000,000 and B 156,000,000.
| Share | ||||
|---|---|---|---|---|
| Share | premium | Other | ||
| capital | account | reserves | Total | |
| € ('000) | € ('000) | € ('000) | € ('000) | |
| At 31 December 2011 | 772 | 38,968 | 38,679 | 78,419 |
| Options | 0 | 0 | 135 | 135 |
| At 31 December 2012 | 772 | 38,968 | 38,814 | 78,554 |
| Share issue | 0 | 0 | 877 | 877 |
| Options | 0 | 0 | 416 | 416 |
| Issue of hybrid bond | 0 | 0 | 15,000 | 15,000 |
| Redemption of hybrid bond | 0 | 0 | -29,000 | -29,000 |
| At 31 December 2013 | 772 | 38,968 | 26,107 | 65,847 |
Unrestricted equity reserve includes granted stock option subscription rights. The stock option programs are presented in Note 30. Share-based payments.
CapMan issued a MEUR 15 hybrid bond on 11 December 2013. The annual coupon rate of the new hybrid bond is 8.0%. The interest of the bond will be paid annually. The hybrid bond has no maturity, but CapMan has the right to call it four years from the issue date. The company has an option to call the bond in two years the earliest from the issue date in accordance with certain terms and conditions.
The hybrid bond is treated as equity in the Group's financial statements under IFRS.
CapMan redeemed its MEUR 29 hybrid bond on 18 December 2013 in accordance with the bond terms.
The foreign currency translation reserve includes translation differences arising from currency conversion in the closing of the books for foreign units.
The Board of Directors will propose to the Annual General Meeting to be held on 19 March 2014 that a dividend of EUR 0.04 per share, representing a total of MEUR 3.4. No dividend was paid for the year 2012.
A mistake has been noted in the valuation of investments in associated companies relating to the booking of the interest receivables.
Defined pension benefits
| Balance sheet 1 Jan 2012 | Previously reported figures |
1. Change | 2. Change | Revised figures |
|---|---|---|---|---|
| Investments in associated companies | 8,347 | -3,784 | 0 | 4,563 |
| Deferred income tax assets | 4,025 | 0 | 103 | 4,128 |
| Equity | 88,241 | -3,784 | -113 | 84,344 |
| Deferred income tax liabilities | 2,569 | 0 | 47 | 2,616 |
| Post-employment benefits | 0 | 0 | 169 | 169 |
A shareholder whose share of the entire share capital or the voting rights of the Company reaches or exceeds 33.3 % or 50 % has, at the request of other shareholders, the obligation to redeem his or her shares and related securities in accordance with the Articles of Association of CapMan Plc.
In addition there is a redemption clause pertaining to the transfer of CapMan Plc A shares. If an A share is transferred to a new shareholder who does not already own A shares in the Company, the other shareholders of A shares have the right to redeem the shares under transfer in accordance with the conditions outlined in the Company's Articles of Association.
As at 31 December 2013 CapMan Plc had no knowledge of agreements or arrangements related to the Company's ownership and voting rights that were apt to have substantial impact on the share value of CapMan Plc.
| Shareholding | ||||||
|---|---|---|---|---|---|---|
| Number of holdings |
% | Number of shares |
% | Number of votes |
% | |
| 1 – 100 | 1,060 | 16.14% | 51,036 | 0.06% | 51,036 | 0.04% |
| 101 – 1 000 | 2,877 | 43.81% | 1,597,834 | 1.87% | 1,597,834 | 1.17% |
| 1 001 – 10 000 | 2,257 | 34.37% | 7,636,647 | 8.96% | 7,636,647 | 5.57% |
| 10 001 – 100 000 | 310 | 4.72% | 7,342,699 | 8.61% | 8,186,449 | 5.97% |
| 100 001 - | 14 | 0.21% | 54,621,709 | 64.06% | 119,526,316 | 87.23% |
| Total | 6,567 | 100.00% | 85,248,282 | 99.98% | 136,998,282 | 99.99% |
| Nominee registered | 9 | 12,483,102 | 12,483,102 | |||
| On the book-entry register joint account | 18,709 | 0.02% | 18,709 | 0.01% | ||
| Total shares outstanding | 85,266,991 | 137,016,991 |
| Sector | ||||||
|---|---|---|---|---|---|---|
| Number of | Number of | Number of | ||||
| holdings | % | shares | % | votes | % | |
| Corporations | 324 | 4.93% | 32,303,313 | 37.88% | 83,772,063 | 61.14% |
| Financial and insurance corporations | 21 | 0.32% | 15,493,251 | 18.17% | 15,493,251 | 11.31% |
| Public sector institutions | 6 | 0.09% | 13,388,823 | 15.70% | 13,388,823 | 9.77% |
| Households | 6,170 | 93.95% | 18,635,332 | 21.86% | 18,635,332 | 13.60% |
| Non-profit organisations | 26 | 0.40% | 3,566,176 | 4.18% | 3,566,176 | 2.60% |
| European Union | 19 | 0.29% | 1,792,159 | 2.10% | 2,073,196 | 1.51% |
| Other countries and international | ||||||
| organisations | 1 | 0.02% | 69,228 | 0.08% | 69,228 | 0.05% |
| Total | 6,567 | 100.00% | 85,248,282 | 99.98% | 136,998,282 | 99.99% |
| Nominee registered | 9 | 12,483,102 | 14.64% | 12,483,102 | 14.64% | |
| On the book-entry register joint account | 18,709 | 0.02% | 18,709 | 0.02% | ||
| Total shares outstanding | 85,266,991 | 100.00% | 137,016,991 | 100.00% |
Source: Finnish Central Securities Depository Ltd, as at 31 December 2013. Figures are based on the total number of shares 85,266,991 and total number of shareholders 6,567. There are 5,750,000 A shares, which are owned by companies under control or authority of CapMan Plc's Senior Partners. A shares are included in Corporations in the sector breakdown. Largest A share shareholders are presented in the CapMan's largest shareholders as at 31 December 2013 table. CapMan Plc had 26,299 B shares as at 31 December 2013.
| Number of | Number of | Total number | Proportion | Number of | Proportion | |
|---|---|---|---|---|---|---|
| A shares | B shares | of shares | of shares, % | votes | of votes, % | |
| Ilmarinen Mutual Pension Insurance Company | 7,178,500 | 7,178,500 | 8.42% | 7,178,500 | 5.24% | |
| OY Inventiainvest AB (Ari Tolppanen**) | 2,192,296 | 4,832,498 | 7,024,794 | 8.24% | 26,442,958 | 19.30% |
| Winsome Oy + Tuomo Raasio* | 863,447 | 2,920,873 | 3,784,320 | 4.44% | 4,403,047 | 3.21% |
| Winsome Oy | 863,447 | 2,867,129 | 3,730,576 | 4.38% | 11,242,843 | 8.21% |
| Tuomo Raasio* | 53,744 | 53,744 | 0.06% | 11,189,099 | 8.17% | |
| Varma Mutual Pension Insurance Company | 3,675,215 | 3,675,215 | 4.31% | 53,744 | 0.04% | |
| Joensuun Kauppa Ja Kone Oy | 3,627,530 | 3,627,530 | 4.25% | 3,627,530 | 2.65% | |
| Vesasco Oy | 3,375,158 | 3,375,158 | 3.96% | 3,375,158 | 2.46% | |
| Stiftelsen för Åbo Akademi | 3,000,000 | 3,000,000 | 3.52% | 3,000,000 | 2.19% | |
| Heiwes Oy + Heikki Westerlund** | 1,253,896 | 1,718,260 | 2,972,156 | 3.49% | 14,257,220 | 10.41% |
| Heiwes Oy | 1,253,896 | 1,440,584 | 2,694,480 | 3.16% | 13,979,544 | 10.20% |
| Heikki Westerlund | 277,676 | 277,676 | 0.33% | 277,676 | 0.20% | |
| Geldegal Oy + Mom Invest Oy + Olli Liitola* | 1,144,984 | 1,467,103 | 2,612,087 | 3.06% | 12,916,943 | 9.43% |
| Geldegal Oy | 1,144,984 | 808,359 | 1,953,343 | 2.29% | 12,258,199 | 8.95% |
| Mom Invest Oy | 613,744 | 613,744 | 0.72% | 613,744 | 0.45% | |
| Olli Liitola* | 45,000 | 45,000 | 0.05% | 45,000 | 0.03% | |
| The State Pension Fund | 2,500,000 | 2,500,000 | 2.93% | 2,500,000 | 1.82% | |
| Sr. Taaleritehdas Arvo Markka Osake | 2,300,000 | 2,300,000 | 2.70% | 2,300,000 | 1.68% | |
| Sr Arvo Finland Value | 1,395,441 | 1,395,441 | 1.64% | 1,395,441 | 1.02% | |
| Guarneri Oy + Petri Saavalainen* | 201,627 | 809,302 | 1,010,929 | 1.19% | 2,825,572 | 2.06% |
| Guarneri Oy | 201,627 | 494,414 | 696,041 | 0.82% | 2,510,684 | 1.83% |
| Petri Saavalainen | 314,888 | 314,888 | 0.37% | 314,888 | 0.23% | |
| Icecapital Pankkiiriliike Oy | 903,124 | 903,124 | 1.06% | 903,124 | 0.66% | |
| Erikoissijoitusrahasto Fourton Fokus Suomi | 670,000 | 670,000 | 0.79% | 670,000 | 0.49% | |
| Nordea Henkivakuutus Suomi Oy | 600,000 | 600,000 | 0.70% | 600,000 | 0.44% | |
| Erikoissijoitusrahasto Visio Allocator | 557,661 | 557,661 | 0.65% | 557,661 | 0.41% | |
| Mandatum Life | 541,000 | 541,000 | 0.63% | 541,000 | 0.39% | |
| Stadigh Kari Henrik | 476,959 | 476,959 | 0.56% | 476,959 | 0.35% | |
| Enabla Oy | 465,505 | 465,505 | 0.55% | 465,505 | 0.34% | |
| Total | 5,656,250 | 43,014,129 | 48,670,379 | 57.08% | 88,490,362 | 64.59% |
| Nominee registered Shareholdings of management and |
12,483,102 | 12,483,102 | 12,483,102 | 9.11% | ||
| employees*** | 5,656,250 | 12,772,414 | 18,428,664 | 21.61% | 69,748,164 | 50.90% |
Below is a list of flagging notifications that CapMan Plc has received regarding transactions in 2013. Updated information of all flagging notifications can be found at www.capman.com.
Two flagging notifications were issued during the year. In December a flagging notification was issued due to an increase of total shares outstanding of CapMan Plc by 985 225 shares following share subscriptions based on stock options 2008B. As a result, Gimv NV's share of the total number of shares in CapMan Plc fell below 10%. On September 20 CapMan disclosed a flagging notification related to Eläkekassa Verso's shareholding decreasing below 5% as a result of share transactions on 19 September 2013.
*Employed by CapMan.
**CapMan employee who exercises controlling power in the aforementioned company but who does not own CapMan shares directly.
***Shareholders among the 100 largest shareholders of the Company.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Bank loans | 10,854 | 22,678 |
| Senior bond | 15,000 | 0 |
| Total | 25,854 | 22,678 |
The loan is amortised twice a year with the final payment due in 6 June 2017.
The interest is paid quarterly.
The senior bond will have an annual coupon rate of 5.5% and a maturity of four years.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Other liabilities | 0 | 1,241 |
| Total | 0 | 1,241 |
Other liabilities include the liability of the sabbatical leave program €1.2 million in 2012.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Trade payables | 476 | 860 |
| Advance payments received | 347 | 894 |
| Accrued expenses | 9,868 | 10,678 |
| Other liabilities | 653 | 787 |
| Total | 11,344 | 13,219 |
The maturity of trade payables is normal terms of trade and don't include overdue payments.
Accrued expenses include accrued salaries and the social benefit expenses, and a clawback reserve of €6.4 million for the carried interest. The clawback reserve relates to the exit in 2007 from Real Estate I fund, when the total carried interest potential for the fund was estimated. The adequacy of the clawback reserve is quarterly reviewed by the management.
| Amount in foreign |
Amount | ||
|---|---|---|---|
| currency | in euros | Proportion | |
| EUR | 9,510 | 84% | |
| NOK | 4,831 | 578 | 5% |
| SEK | 6,699 | 756 | 7% |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Bank loans | 6,000 | 9,500 |
| Derivative instruments at fair value | 0 | 285 |
| Total | 6,000 | 9,785 |
| Loans | |||||
|---|---|---|---|---|---|
| and other | Fair value | Financial | Balance | ||
| Valuation principles | receivables | through P/L | liabilities | sheet value | Fair value |
| Amortised | Fair value | Amortised | |||
| € ('000) | cost | cost | |||
| Non-current assets | |||||
| Other investments | |||||
| Investments available-for-sale | 64,122 | 64,122 | 64,122 | ||
| Receivables | |||||
| Interest-bearing loan receivables from | |||||
| associated companies | 0 | 0 | |||
| Interest-bearing other loan receivables | 2,094 | 2,094 | 2,094 | ||
| Other receivables | 338 | 338 | 338 | ||
| Current assets | |||||
| Trade and other receivables | 5,199 | 5,199 | 5,199 | ||
| Other financial assets at fair value | 361 | 361 | 361 | ||
| Cash and bank | 17,004 | 17,004 | 17,004 | ||
| Total | 24,635 | 64,483 | 0 | 89,118 | 89,118 |
| Non-current interest-bearing loans | |||||
| Interest-bearing loans | 25,854 | 25,854 | 25,854 | ||
| Other liabilities | |||||
| Current liabilities | 11,344 | 11,344 | 11,344 | ||
| Trade and other liabilities | 6,000 | 6,000 | 6,000 | ||
| Interest-bearing loans and borrowings | 0 | 0 | 43,198 | 43,198 | 43,198 |
| Total |
| Loans and | Fair value | Balance | |||
|---|---|---|---|---|---|
| other | through | Financial | sheet | ||
| Valuation principles | receivables | P/L | liabilities | value | Fair value |
| Amortised | Fair value | Amortised | |||
| € ('000) | cost | cost | |||
| Non-current assets | |||||
| Other investments | |||||
| Investments available-for-sale | 74,465 | 74,465 | 74,465 | ||
| Receivables | |||||
| Interest-bearing loan receivables from | |||||
| associated companies | 18,721 | 18,721 | 18,721 | ||
| Interest-bearing other loan receivables | 1,217 | 1,217 | 1,217 | ||
| Trade and other receivables | 19 | 19 | 19 | ||
| Current assets | |||||
| Trade and other receivables | 8,532 | 8,532 | 8,532 | ||
| Other financial assets at fair value | 365 | 365 | 365 | ||
| Cash and bank | 6,625 | 6,625 | 6,625 | ||
| Total | 35,114 | 74,830 | 0 | 109,944 | 109,944 |
| Non-current interest-bearing loans | |||||
| Interest-bearing loans | 22,678 | 22,678 | 22,678 | ||
| Other liabilities | 1,241 | 1,241 | 1,241 | ||
| Current liabilities | |||||
| Trade and other liabilities | 13,219 | 13,219 | 13,219 | ||
| Interest-bearing loans and borrowings | 9,785 | 9,785 | 9,785 | ||
| Total | 0 | 0 | 46,923 | 46,923 | 46,923 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Other hire purchase commitments | ||
| Within one year | 1,998 | 2,093 |
| After one but not more than five years | 3,133 | 4,474 |
| Beyond five years | 0 | 318 |
| Total | 5,131 | 6,885 |
The Group has leased the offices. The rental agreements are for 1 to 15 years.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Contingencies for own commitment | ||
| Mortgage bonds | 60,000 | 60,000 |
| Pledged deposit for own commitment | 1 | 1 |
| Commitments to Maneq funds | 4,290 | 5,113 |
| Other contingent liabilities | 35 | 484 |
| Remaining commitments to funds | ||
| by investment area | ||
| Buyout | 14,929 | 10,786 |
| Mezzanine | 4,257 | 4,540 |
| Russia | 2,500 | 1,023 |
| Public Market | 1,349 | 1,059 |
| Real Estate | 2,664 | 813 |
| Other | 3,410 | 2,975 |
| Access | 1,196 | 1,260 |
| Total | 30,305 | 22,456 |
CapMan, like other investors in the funds, gives commitments to the funds when they are established. The main part of the commitments becomes due during the first five years of each fund's life time.
CapMan Plc had two stock option programs at the end of 2013.
The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment program for the Group key personnel.
The fair value of stock options has been assessed at the grant date and expensed straight-line in the income statement over the vesting period.
Fair value of options at the grant date is determined in accordance with the Black&Scholes model.
Key information on the stock option programs is presented in the table below.
| Stock option program 2008 |
Stock option program 2013 |
|||
|---|---|---|---|---|
| Stock option 2008B | Stock option 2013A | Stock option 2013B | Stock option 2013C | |
| Stock options, number | 2,135,000 | 1,410,000 | 1,410,000 | 1,410,000 |
| Entitlement to subscribe for B shares | 2,135,000 | 1,410,000 | 1,410,000 | 1,410,000 |
| Share subscription period begins | 1.5.2012 | 1.5.2016 | 1.5.2017 | 1.5.2018 |
| Share subscription period ends | 31.12.2013 | 30.4.2018 | 30.4.2019 | 30.4.2020 |
| Share subscription price | Trade volume | Trade volume | Trade volume | Trade volume |
| weighted average | weighted average | weighted average | weighted average | |
| price of the | price of the | price of the | price of the | |
| B share on the | B share on the | B share on the | B share on the | |
| Nasdaq OMX | Nasdaq OMX | Nasdaq OMX | Nasdaq OMX | |
| Helsinki | Helsinki | Helsinki | Helsinki | |
| 1.5.-30.6.2009 | 1.4.-31.5.2013 | 1.4.-31.5.2014 | 1.4.-31.5.2015 | |
| with an addition of | with an addition of | with an addition of | with an addition of | |
| ten (10) per cent | ten (10) per cent | ten (10) per cent | ten (10) per cent | |
| less dividends | less dividends | less dividends | less dividends | |
| i.e. €0.89 | i.e. €0.92 | |||
| Number of shares subscribed with | ||||
| stock options as at 31 December 2013 | 985,225 | |||
| Information applied in the Black&Scholes model |
||||
| Stock option 2008B | Stock option 2013A | |||
| Expected volatility | 20.00% | 30.88% | ||
| Risk-free interest | 2.75% | 0.76% |
| Issued | Distributed | Subscribed | Remaining | Remaining | Shares 31.12.2013 | Stock options 31.12.2013 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| stock options |
stock options |
stock options |
stock options |
distributed stock |
of shares | of votes |
of shares | of votes | of shares | of votes | |
| 31.12.2013 | 31.12.2013 | 31.12.2013 | options 31.12.2013 |
% | % | % if all distributed |
% | % if all stock options |
% | ||
| stock options | of option programs | ||||||||||
| will be exercised | will be exercised | ||||||||||
| A shares | 5,750,000 | 6.7% | 42.0% | ||||||||
| B shares | 79,516,991 | 93.3% | 58.0% | ||||||||
| 2008B options |
2,135,000 | 2,070,000 | 985,225, | 1,149,775 | 1,084,775 | 1.3% | 0.8% | 1.3% | 0.8% | ||
| 2013A | |||||||||||
| options | 1,410,000 | 1,125,000 | 1.3% | 0.8% | 1.7% | 1.0% |
In Norway, CapMan has a pension scheme classified as a defined benefit plan.
The liability recognised in the balance sheet in respect of the defined benefit pension plan is the present value of the defined obligation at the end of the reporting period. The defined benefit obligation is calculated annually by independent actuaries.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Present value of funded obligations | 767 | 546 |
| Fair value assets | -468 | -377 |
| Liability in balance sheet | 299 | 169 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Current service cost | 99 | 0 |
| Interest expense | 7 | 0 |
| Total | 106 | 0 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Remeasurements | 103 | 0 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Net liability at beginning of the period | 169 | 169 |
| Costs recognised in income statement | 106 | 0 |
| Paid contributions and benefits | -106 | 0 |
| Reclassifications | 130 | 0 |
| Net liability at end of the period | 299 | 169 |
| € ('000) | 2013 | 2012 |
|---|---|---|
| Norway | Norway | |
| Discount rate | 4.00% | 3.90% |
| Salary growth rate | 3.75% | 3.50% |
| Pension growth rate | 0.60% | 0.20% |
| Group | Parent company | ||
|---|---|---|---|
| ownership | ownership | ||
| Subsidiaries | of shares, % | of shares, % | |
| CapMan Capital Management Oy | Finland | 100% | 100% |
| CapMan Sweden AB | Sweden | 100% | 100% |
| CapMan Holding AB | Sweden | 100% | 100% |
| CapMan AB | Sweden | 100% | |
| CapMan Norway AS | Norway | 100% | 100% |
| CapMan (Guernsey) Limited | Guernsey | 100% | 100% |
| CapMan Mezzanine (Guernsey) Limited | Guernsey | 100% | 100% |
| CapMan (Guernsey) Buyout VIII GP Limited | Guernsey | 100% | 100% |
| CapMan (Sweden) Buyout VIII GP AB | Sweden | 100% | 100% |
| CapMan Classic GP Oy | Finland | 100% | 100% |
| CapMan Real Estate Oy | Finland | 100% | 100% |
| Dividum Oy | Finland | 100% | 100% |
| CapMan RE I GP Oy | Finland | 100% | 100% |
| CapMan RE II GP Oy | Finland | 100% | 100% |
| CapMan (Guernsey) Life Science IV GP Limited | Guernsey | 100% | 100% |
| CapMan (Guernsey) Technology 2007 GP Limited | Guernsey | 100% | 100% |
| CapMan (Sweden) Technology Fund 2007 GP AB | Sweden | 100% | 100% |
| CapMan Hotels RE GP Oy | Finland | 100% | 100% |
| CapMan Public Market Manager S.A. | Luxembourg | 100% | 100% |
| CapMan Private Equity Advisors Limited | Cyprus | 100% | 100% |
| CapMan (Guernsey) Russia GP Limited | Guernsey | 100% | 100% |
| CapMan (Guernsey) Investment Limited | Guernsey | 100% | 100% |
| CapMan (Guernsey) Buyout IX GP Limited | Guernsey | 100% | 100% |
| CapMan Fund Investments SICAV-SIF | Luxembourg | 100% | 100% |
| CapMan Mezzanine V Manager S.A. | Luxembourg | 100% | 100% |
| CapMan PSH GP Oy | Finland | 100% | 100% |
| CapMan (Guernsey) Buyout X GP Limited | Guernsey | 100% | 100% |
| CapMan (Guernsey) Russia II GP Limited | Guernsey | 100% | 100% |
| Maneq 2012 AB | Sweden | 100% | 100% |
| CapMan Nordic Real Estate Manager S.A. | Luxembourg | 100% | 100% |
| CapMan Buyout X GP Oy | Finland | 100% | 100% |
| CapMan Endowment GP Oy | Finland | 100% | 100% |
Investments in associated companies are presented in Note 15. Investments in associated companies.
The investments in associated companies include the investment of the Maneq funds approx. MEUR 9.6, including the loan MEUR 6.7, at fair value as of 31 December 2013.
| Non-current loan receivable |
Non-current loan receivable |
|
|---|---|---|
| Loan receivables from related parties as at 31 December 2013, M€ | 2013 | 2012 |
| Maneq 2005 AB | 0.0 | 1.7 |
| Maneq 2007 AB | 0.0 | 5.7 |
| Maneq 2008 AB | 0.0 | 7.6 |
| Maneq 2009 AB | 0.0 | 1.9 |
| Maneq 2010 AB | 0.0 | 0.9 |
| Maneq 2011 AB | 0.0 | 0.9 |
The commitments and contingent liabilities to related parties are presented in Note 29. Commitments and contingent liabilities, Maneq funds.
| € ('000) | 2013 | 2012 | |
|---|---|---|---|
| Salaries and other short-term employee benefits | 2,792 | 3,092 | |
| Termination benefits | 360 | 0 | |
| Other long-term benefits | 686 | 922 | |
| Share-based payments | 20 | 158 | |
| Total | 3,858 | 4,172 | |
| Remuneration and fees | |||
| CEO | Period | ||
| Lennart Simonsen | 1.1.-21.12.2012 | 0 | 438 |
| Lennart Simonsen | 1.1.-8.2.2013 | 395 | |
| Niko Haavisto | 8.2.-7.8.2013 | 234 | |
| Heikki Westerlund | 7.8.-31.12.2013 | 143 | |
| Members of the Board | |||
| Claes de Neergaard | 41 | 52 | |
| Koen Dejonckheere * | 0 | 0 | |
| Karri Kaitue | 50 | 42 | |
| Nora Kerppola | 48 | 54 | |
| Teuvo Salminen | 16 | 61 | |
| Ari Tolppanen | 27 | 0 | |
| Heikki Westerlund, prior member of the board | 33 | 55 | |
| Conny Karlsson, prior member of the board | 0 | 14 |
* Mr. Dejonckheere has informed the company that he prefers not to accept board compensation.
| Pension costs | |||||
|---|---|---|---|---|---|
| € ('000) | 2013 | 2012 | 2013 | 2012 | |
| Pension costs | Additional pension costs | ||||
| CEO | Period | ||||
| Lennart Simonsen | 1.1.-21.12.2012 | 0 | 80 | 0 | 17 |
| Lennart Simonsen | 1.1.-8.2.2013 | 6 | 0 | ||
| Niko Haavisto | 8.2.-7.8.2013 | 43 | 7 | ||
| Heikki Westerlund | 7.8.-31.12.2013 | 26 | 6 |
Management remuneration includes members of the board, CEO and management group. The CEO has a 12-month mutual notice period. No special severance fee has been agreed upon for the potential termination of the CEO's agreement with the company. The CEO and Management Group members are covered by additional paymentbased pension insurance. The retirement age of the CEO is determined to the Finnish legislation. In 2013 the Management Group members were granted 800 000 stock options (2012; 400 000). The stock options granted to the management are subject to the same terms as for stock options granted to employees.
The purpose of financial risk management is to ensure that the Group has adequate and effectively utilised financing as regards the nature and scope of the Group's business. The objective is to minimise the impact of negative market development on the Group with consideration for cost-efficiency. The financial risk management has been centralised and the Group's CFO is responsible for financial risk management and control.
The policy of the management is to constantly monitor cash flow forecasts and the Group's liquidity position on behalf of all Group companies. In addition, the Group's principles for liquidity management include rolling 12 month loan covenant assessments. The loan covenants are related to equity ratio, net debt / fund investments ratio and 12 months rolling EBITDA. During the financial year all the covenants have been fulfilled.
The Group has a Monitoring team, which monitors the performance and the price risk of the investment portfolio (financial assets entered at fair value through profit and loss) independently and objectively of the investment teams. The Monitoring team is responsible for reviewing the monthly reporting and forecasts for portfolio companies. Valuation proposals made by the case investment professionals are examined by the Monitoring team and subsequently approved by the Valuation Committee, which comprises the Chairman of the Investee Committee, the Group CFO and Heads of investment teams.
The Group's cash flow is a mix of cash flow from management fees received and volatile carried interest income. The third main component in liquidity management is the timing of the capital calls to the funds and the proceeds received from fund investments.
Management fees received from the funds are based on long-term agreements and are targeted to cover the operational expenses of the Group. Management fees are relatively predictable for the coming 12 months.
The timing and receipt of carried interest generated by the funds is uncertain and will contribute to the volatility of the results. Changes in investment and exit activity levels may have a significant impact on cash flows of the Group. A single investment or exit may change the cash flow situation completely and the exact timing of the cash flow is difficult to predict.
The CapMan Real Estate I fund transferred into carry in 2007. At the end of 2013, a total of MEUR 42.3 in paid-in capital, together with the preferred return to be paid on that capital, had yet to be returned to investors. In light of the current market situation, it is considered unlikely that any further carried interest would be paid from the CapMan Real Estate I fund. Of the 2007 carried interest, some MEUR 6.4 was not entered in CapMan's profit in 2007 but instead left in a reserve in case that some of the carried interest would have to be returned to investors in future. It is possible that the required return of carried interest will exceed the reserved amount at the time of terminating the fund.
CapMan has made commitments to the funds it manages. Most of the existing commitments are typically called in to the funds within the next four years. As at 31 December 2013 the undrawn commitments to the funds amount to €30.3 (€22.5 million) and the financing capacity available (cash and third party financing facilities) amount to €30 million (€19.4 million).
| 31 December 2013, € ('000) | Due within 3 months |
Due between 3 and 12 months |
Due between 1 and 3 years |
Due between 3 and 5 years |
|---|---|---|---|---|
| Non-current financial liabilities | ||||
| Interest-bearing loans and borrowings | 10,854 | 15,000 | ||
| Current financial liabilities | ||||
| Accounts payable | 476 | |||
| Interest-bearing loans and borrowings | 6,000 | |||
| Accrued interests | 106 | |||
| Maturity analysis | Due within 3 | Due between 3 | Due between | Due between 3 |
| 31 December 2012, € ('000) | months | and 12 months | 1 and 3 years | and 5 years |
| Non-current financial liabilities Interest-bearing loans and borrowings |
20,000 | 2,678 | ||
| Current financial liabilities | ||||
| Accounts payable | 860 | |||
| Interest-bearing loans and borrowings | 5,000 | 4,785 | ||
| Accrued interests | 83 |
The Group's exposure to interest rate risk arises principally from long-term liabilities. The Group manages cash flow-related interest rate risk by using partly floating interest and floating to fixed interest rate swaps. The objective is that at least half of the interest rate risk is restored to fixed with regard to the loan maturity date.
The senior bond will have an annual coupon rate of 5.5%. The annual coupon rate of the new hybrid loan is 8.0%. The interest of the bonds will be paid annually.
| Loans according to interest rate € ('000) |
2013 | 2012 | |
|---|---|---|---|
| Floating rate | 10,854 | 7,678 | |
| Floor and ceiling contracts | 0 | 0 | |
| Fixed rate | 15,000 | 15,000 | |
| Total | 25,854 | 22,678 | |
| The effect on profit after tax | |||
| € ('000) | Change in interest rates | ||
| +1% | -1% | +2% | |
| Floating rate | 82 | -82 | 164 |
Excluding the change in fair value of derivative instruments.
In June, CapMan transferred its ownership in 2005-2011 Maneq funds (including equity and loan receivables) to a Luxembourg company founded by CapMan and sold part of that company for a cash consideration of MEUR 14. After the transaction, the Group's share of the Maneq funds is approx. MEUR 10 at fair value as of 31 December 2013. The Group's holdings in Maneq funds are shown in the balance sheet as investments in associated companies. Following the transaction, CapMan has a loan receivable from the Luxembourg company, but the risk profile of this receivable is like that of an equity investment, and CapMan therefore no longer has any significant credit risk.
Until 2012 the credit risk was limited mostly to loans receivable from Maneq funds, which are funds coinvesting alongside actual CapMan funds. CapMan typically had 35-40% ownership in the Maneqs, and CapMan had also provided senior and mezzanine loans to these companies.
| € ('000) | CapMan´s receivables total |
Receivables total (incl. write downs) |
Capital account at fair value (excl. external debts) |
|---|---|---|---|
| Funds where fair value < receivables | 12,385 | 12,385 | 10,089 |
| Funds where fair value > receivables | 10,765 | 10,765 | 12,760 |
| 23,150 | 23,150 | 22,849 | |
| Other loan receivables | 1,217 | 1,217 | n/a |
| Total | 24,367 | 24,367 |
2012 Loan receivables from associated companies and others
The funds with fair value smaller than the loan receivables are primarily new funds. In these funds the value creation related to portfolio companies is still at earlier stage and therefore no write downs have been made to the loan receivables.
CapMan has subsidiaries outside of the Eurozone, and their equity is exposed to movements in foreign currency exchange rates. However, the Group does not hedge currency as the impact of exposure to currency movements on equity is relatively small. The group is not exposed to significant currency risks, because Group companies operate in their primary domestic markets.
Group's aim is to have an efficient capital structure that allows the company to manage its ongoing obligations and that the business has the prerequisites for operating normally. The Return on equity (ROE) and the Equity ratio are the means for monitoring capital structure.
The long-term targets and dividend policy of the Group have been confirmed by the Board of Directors of CapMan Corporation. The targets are based on profitability (ROE) and balance sheet. The target for Return on equity is over 20% p.a. and Equity ratio of at least 60%. CapMan's target is to payout dividend at least 50% of net profit. The company's financial position and cash flows shall be taken into consideration when determining the annual dividend payout ratio.
At the end of 2013 CapMan issued a €15 million senior bond and a €15 million hybrid bond. The proceeds were used to replace CapMan's €29 million hybrid bond, which was issued in December 2008.
CapMan Plc's bank loans include financing covenants, which are conditional to the equity ratio, the ratio of interest bearing bank loans to fund investments from the balance sheet and the level of rolling 12 month EBITDA.
| € ('000) | 2013 | 2012 |
|---|---|---|
| Interest-bearing loans | 31,854 | 32,463 |
| Cash and cash equivalents | -17,365 | -6,990 |
| Net debt | 14,489 | 25,473 |
| Equity | 64,861 | 79,150 |
| Net gearing | 22.3% | 32.2% |
| Return on equity | 2.0% | 3.2% |
| Equity ratio | 58.9% | 61.9% |
The investments in funds are valued using the International Private Equity and Venture Capital Valuation Guidelines. According to these guidelines, the fair values are generally derived by multiplying key performance metrics of the investee company (e.g., EBITDA) by the relevant valuation multiple (e.g., price/equity ratio) observed for comparable publicly traded companies or transactions. Changes in valuation multiples can lead to significant changes in fair values depending on the leverage ratio of the investee company.
Sensitivity analysis of fund investments (excluding funds of funds)
| 2013 Impact on result |
2012 Impact on result |
|||
|---|---|---|---|---|
| Investments at fair value | Investments at fair value | |||
| Change -10% | Change +10% | Change -10% | Change +10% | |
| Buyout | -3.39 | 3.39 | -3.96 | 3.96 |
| Russia | -0.40 | 0.40 | -0.50 | 0.50 |
| Public Market | -0.53 | 0.53 | -0.68 | 0.68 |
| Credit | -0.27 | 0.27 | -0.42 | 0.42 |
| Real Estate | -0.73 | 0.73 | -0.40 | 0.40 |
| Access | -0.27 | 0.27 | -0.36 | 0.36 |
| Other | -0.82 | 0.82 | -1.18 | 1.18 |
| -6.41 | 6.41 | -7.50 | 7.50 |
The different levels have been defined as follows:
Level 1 Quoted prices (unadjusted) in active markets for identical assets
Level 2 Other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as
price) or indirectly (that is, derived from prices)
Level 3 The asset that is not based on observable market data
| € ('000) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Investments at fair value through profit and loss investments in funds |
||||
| at Jan 1 | 4,008 | 70,457 | 74,465 | |
| Additions | 61 | 5,435 | 5,496 | |
| Distributions | -838 | -13,260 | -14,098 | |
| Fair value gains/losses on investments | 2,064 | -3,805 | -1,741 | |
| at the end of period | 5,295 | 58,827 | 64,122 |
The fund investments in level 3 include mainly the investments in the unlisted companies, and those have no quoted market values.
| € ('000) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Investments at fair value through profit and loss investments in funds |
||||
| at Jan 1 | 3,631 | 66,536 | 70,167 | |
| Additions | 63 | 6,270 | 6,333 | |
| Distributions | -206 | -3,836 | -4,042 | |
| Fair value gains/losses on investments | 520 | 1,487 | 2,007 | |
| at the end of period | 4,008 | 70,457 | 74,465 |
The fund investments in level 3 include mainly the investments in the unlisted companies, and those that have no quoted market values.
Valuation of CapMan funds' investment targets is based on international valuation guidelines that are widely used and accepted within the industry and investors. CapMan always aims at valuing funds' investments at their actual value. Fair value is the best estimate for the amount at which an investment could be exchanged on a reporting date in an arm's length transaction between knowledgeable and willing parties.
The determination of the fair value of fund investments for funds investing in portfolio companies is done applying the International Private Equity and Venture Capital Valuation Guidelines ("IPEVG"), taking into account a range of factors, including the price at which an investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment.
Investments in real estate are valued at fair value based on appraisals made by independent external experts, who follow International Valuation Standards (IVS). The method most appropriate to the use of the property is always applied, or a combination of such methods.
Because there is significant uncertainty in the valuation of, or in the stability of, the value of illiquid investments, the fair values of such investments as reflected in a fund's net asset value do not necessarily reflect the prices that would actually be obtained when such investments are realised.
There were no significant events after the close of the review period.
| € | Note | 1.1.–31.12.2013 | 1.1.–31.12.2012 |
|---|---|---|---|
| Turnover | 1 | 4,177,520.80 | 2,925,160.94 |
| Other operating income | 2 | 1,309,898.20 | 2,241,872.58 |
| Employee benefit expenses | 3 | -4,143,272.46 | -4,006,296.70 |
| Depreciation | 4 | -450,357.81 | -567,400.81 |
| Other operating expenses | 5 | -3,650,551.59 | -4,758,325.79 |
| Operating loss | -2,756,762.86 | -4,164,989.78 | |
| Finance income and costs | 6 | 9,717,706.96 | 5,585,219.18 |
| Profit before extraordinary items | 6,960,944.10 | 1,420,229.40 | |
| Extraordinary items | 7 | 2,770,000.00 | 3,775,000.00 |
| Profit before taxes | 9,730,944.10 | 5,195,229.40 | |
| Income taxes | 8 | 106,555.78 | -293,588.37 |
| Profit for the financial year | 9,837,499.88 | 4,901,641.03 |
| € | Note | 31.12.2013 | 31.12.2012 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 9 | 332,060.24 | 620,048.04 |
| Tangible assets Investments |
10 11 |
147,559.41 | 187,429.96 |
| Shares in subsidiaries | 78,340,451.81 | 74,740,236.53 | |
| Investments in associated companies | 2,073,060.38 | 5,867,097.50 | |
| Other investments | 3,029,034.18 | 3,102,670.89 | |
| Investments total | 83,442,546.37 | 83,710,004.92 | |
| 83,922,166.02 | 84,517,482.92 | ||
| Current assets | |||
| Long-term receivables | 12 | 14,990,917.89 | 24,065,142.55 |
| Short-term receivables | 13 | 8,641,405.26 | 11,982,734.77 |
| Marketable securities | 41,466.09 | 41,497.55 | |
| Cash and bank | 10,568,930.32 | 546,173.27 | |
| 34,242,719.56 | 36,635,548.14 | ||
| Total assets | 118,164,885.58 | 121,153,031.06 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES |
|||
| Shareholders' equity | 14 | ||
| Share capital | 771,586.98 | 771,586.98 | |
| Share premium account | 38,968,186.24 | 38,968,186.24 | |
| Invested unrestricted shareholders' equity | 7,876,590.92 | 6,999,740.67 | |
| Retained earnings Profit for the financial year |
5,778,399.30 9,837,499.88 |
876,758.27 4,901,641.03 |
|
| 63,232,263.32 | 52,517,913.19 |
| Liabilities | |||
|---|---|---|---|
| Non-current liabilities Current liabilities |
15 16 |
40,854,068.04 14,078,554.22 |
51,780,236.87 16,854,881.00 |
| 54,932,622.26 | 68,635,117.87 | ||
| Total shareholders' equity and liabilities | 118,164,885.58 | 121,153,031.06 |
| € | 1.1.–31.12.2013 | 1.1.–31.12.2012 |
|---|---|---|
| Cash flow from operations | ||
| Profit before extraordinary items | 6,960,944 | 1,420,229 |
| Finance income and costs | -9,717,707 | -5,585,219 |
| Adjustments to operating profit/loss | 502,198 | 1,799,309 |
| Change in net working capital | ||
| Change in current non-interest-bearing receivables | -397,692 | -2,028,567 |
| Change in current trade payables and other | ||
| non-interest-bearing liabilities | -364,231 | -1,567,053 |
| Interest paid | -5,093,534 | -4,968,031 |
| Interest received | 374,715 | 1,424,609 |
| Dividends received | 13,803,272 | 8,699,828 |
| Taxes paid | -3,700 | -183,333 |
| Cash flow from operations | 6,064,265 | -988,228 |
| Cash flow from investments | ||
| Investments in tangible and intangible assets | -122,499 | -237,092 |
| Proceed from sale of tangible assets | 19,000 | 704,250 |
| Investments in other placements | 3,929,139 | -1,333,884 |
| Long-term loan receivables granted | -2,054,333 | -1,591,876 |
| Repayment of long-term loans | 0 | 1,549,149 |
| Sale of interest in an associated company | 14,000,000 | 0 |
| Proceed from sale of other investments | 4,311 | 2,054,535 |
| Cash flow from investments | 15,775,618 | 1,145,082 |
| Cash flow from financing activities | ||
| Long-term loan receivables granted | -999,082 | -600,000 |
| Repayment of long-term loans | 250,000 | 2,400,000 |
| Short-term loan receivables granted | -3,131,000 | -5,805,000 |
| Repayment of short-term loans | 980,000 | 4,183,000 |
| Long-term loan receivables granted | 30,000,000 | 40,000,000 |
| Repayment of loans from financial institutions | -44,324,396 | -42,196,535 |
| Dividends paid | 0 | -5,897,883 |
| Other financial assets at fair value | -31 | -72 |
| Change in group liabilities | 2,637,384 | 0 |
| Group contributions received | 2,870,000 | 3,775,000 |
| Group contributions paid | -100,000 | 0 |
| Cash flow from financing activities | -11,817,125 | -4,141,490 |
| Change in cash and cash equivalents | 10,022,758 | -3,984,636 |
| Cash and cash equivalents at beginning of year | 546,173 | 4,530,809 |
| Cash and cash equivalents at end of year | 10,568,931 | 546,173 |
CapMan Plc's financial statements for 2013 have been prepared in accordance with the Finnish Accounting Act.
Transactions in foreign currencies have been recorded at the rates of exchange prevailing at the date of the transaction. Foreign currency denominated receivables and payables are recorded at the rates of exchange prevailing at the closing date of the review period.
Investments are valued at acquisition cost. If the probable future income from the investment is permanently lower than the value at acquisition cost excluding depreciation, the difference is recognised as an expense.
Receivables comprise receivables from Group companies and associated companies, trade receivables, accrued income and other receivables. Receivables are recorded at nominal value, however no higher than at probable value. Receivables are classified as non-current assets if the maturity exceeds 12 months.
The financial risk management of CapMan Group is centralised with the parent company. The financial risk management principles are provided in the Notes to the Group financial statements under 33.
At the end of the year CapMan issued a €15 million senior bond and a €15 million hybrid bond. The proceeds replaced CapMan's €29 million hybrid bond, which was issued in December 2008.
The senior bond and the hybrid bond are recorded as the non-current liability at nominal value. The senior bond will have a maturity of four years. The hybrid bond has no maturity, but CapMan has the right to call it four years from the issue date. The company has an option to call the bond in two years the earliest from the issue date in accordance with certain terms and conditions.
Lease payments are recognised as other expenses. The remaining commitments under each lease are provided in the Notes section under "Commitments."
Provisions are recognised as expenses in case the parent company has an obligation that will not result in comparable income or losses that are deemed apparent.
Statutory pension expenditures are recognised as expenses at the year of accrual. Pensions have been arranged through insurance policies of external pension institutions.
Revenue includes the sale of services to Group companies. The sale is recognised at the completion of the service.
Income taxes are recognised based on Finnish tax law. Deferred taxes are calculated on temporary differences between the carrying amount and the tax base. Deferred taxes have been measured at the statutory tax rates that have been enacted by the balance sheet date and are expected to apply when the related deferred tax is realised.
| € | 2013 | 2012 |
|---|---|---|
| Finland | 1,837,719 | 1,428,572 |
| Foreign | 2,339,802 | 1,496,589 |
| Total | 4,177,521 | 2,925,161 |
| € | 2013 | 2012 |
|---|---|---|
| Gains from sale of tangible assets | 19,000 | 187,338 |
| Other | 1,290,898 | 2,054,535 |
| Total | 1,309,898 | 2,241,873 |
| 2013 | 2012 | ||
|---|---|---|---|
| Salaries and wages | 3,502,639 | 3,429,882 | |
| Pension expenses | 550,482 | 485,776 | |
| Other personnel expenses | 90,152 | 90,639 | |
| Total | 4,143,273 | 4,006,297 | |
| Salaries and other remuneration of the CEO | period | ||
| Lennart Simonsen | 1.1.–31.12.2012 | 0 | 437,690 |
| Lennart Simonsen | 1.1.–8.2.2013 | 395,100 | |
| Niko Haavisto | 8.2.–7.8.2013 | 234,346 | |
| Heikki Westerlund | 7.8.–31.12.2013 | 142,227 | |
| Board members | 214,570 | 278,400 | |
| Average number of employees | 32 | 39 |
Management remuneration is presented in the Group Financial Statements Table 32. Related party disclosures.
| € | 2013 | 2012 |
|---|---|---|
| Depreciation by asset type: | ||
| Intangible rights | 138,100 | 132,739 |
| Other long-term expenditure | 258,923 | 337,937 |
| Machinery and equipment | 53,334 | 96,725 |
| Total | 450,357 | 567,401 |
| € | 2013 | 2012 |
|---|---|---|
| Other personnel expenses | 264,807 | 202,841 |
| Office expenses | 757,755 | 777,056 |
| Travelling and entertainment | 197,729 | 418,137 |
| External services | 2,178,955 | 1,947,295 |
| Other operating expenses | 251,306 | 1,412,996 |
| Total | 3,650,552 | 4,758,325 |
| Audit fees | ||
| PricewaterhouseCoopers Oy, | ||
| Authorised Public Accountants | ||
| Audit fees | 102,964 | 40,339 |
| Tax advices | 8,458 | 16,433 |
| Other fees and services | 71,875 | 39,691 |
| Total | 183,297 | 96,463 |
| € | 2013 | 2012 |
|---|---|---|
| Dividend income | ||
| Group companies | 13,600,000 | 8,489,179 |
| Associated companies | 182,000 | 183,420 |
| Other | 21,272 | 27,229 |
| Total | 13,803,272 | 8,699,828 |
| Other interest and finance income | ||
| Group companies | 181,207 | 183,836 |
| Others | 684,247 | 1,671,374 |
| Total | 865,454 | 1,855,210 |
| Interest and other finance costs | ||
| Group companies | -116,427 | -239,773 |
| Others | -4,834,592 | -4,730,046 |
| Total | -4,951,019 | -4,969,819 |
| Finance income and costs total | 9,717,707 | 5,585,219 |
| € | 2013 | 2012 |
|---|---|---|
| Extraordinary income Group contributions received |
2,870,000 | 3,775,000 |
| Extraordinary expenses | ||
| Group contributions paid | -100,000 | 0 |
| € | 2013 | 2012 |
|---|---|---|
| Income taxes | 106,556 | -110,256 |
| Deferred taxes | 0 | -183,332 |
| Total | 106,556 | -293,588 |
| € | 2013 | 2012 |
|---|---|---|
| Intangible rights | ||
| Acquisition cost at 1 January | 828,188 | 643,188 |
| Additions | 0 | 185,000 |
| Acquisition cost at 31 December | 828,188 | 828,188 |
| Accumulated depreciation at 1 January | -584,235 | -451,495 |
| Depreciation for financial year | -138,100 | -132,739 |
| Accumulated depreciation at 31 December | -722,335 | -584,234 |
| Book value on 31 December | 105,853 | 243,954 |
| Other long-term expenditure | ||
| Acquisition cost at 1 January | 2,207,698 | 2,155,606 |
| Additions | 109,036 | 52,092 |
| Acquisition cost at 31 December | 2,316,734 | 2,207,698 |
| Accumulated depreciation at 1 January | -1,831,603 | -1,493,667 |
| Depreciation for financial year | -258,923 | -337,937 |
| Accumulated depreciation at 31 December | -2,090,526 | -1,831,604 |
| Book value on 31 December | 226,208 | 376,094 |
| Intangible rights total | 332,061 | 620,048 |
| € | 2013 | 2012 |
|---|---|---|
| Machinery and equipment | ||
| Acquisition cost at 1 January | 888,630 | 908,455 |
| Additions | 13,464 | 0 |
| Disposals | 0 | -19,825 |
| Acquisition cost at 31 December | 902,094 | 888,630 |
| Accumulated depreciation at 1 January | -820,877 | -724,152 |
| Depreciation for financial year | -53,334 | -96,725 |
| Accumulated depreciation at 31 December | -874,211 | -820,877 |
| Book value on 31 December | 27,883 | 67,753 |
| Other tangible assets | ||
| Acquisition cost at 1 January | 119,677 | 119,677 |
| Book value on 31 December | 119,677 | 119,677 |
| Tangible assets total | 147,560 | 187,430 |
| € | 2013 | 2012 |
|---|---|---|
| Shares in subsidiaries | ||
| Acquisition cost at 1 January | 74,740,237 | 71,370,192 |
| Additions | 3,761,478 | 4,391,054 |
| Disposals | -161,263 | -1,021,009 |
| Acquisition cost at 31 December | 78,340,452 | 74,740,237 |
| Shares in associated companies | ||
| Acquisition cost at 1 January | 5,867,098 | 5,675,117 |
| Additions | 1,073,608 | 205,164 |
| Disposals Acquisition cost at 31 December |
-4,867,645 2,073,061 |
-13,184 5,867,097 |
| Shares, other | ||
| Acquisition cost at 1 January | 3,102,670 | 3,641,368 |
| Additions | 115,372 | 314,301 |
| Disposals | -189,009 | -852,999 |
| Acquisition cost at 31 December | 3,029,033 | 3,102,670 |
| Investments total | 83,442,546 | 83,710,004 |
The subsidiaries and the associated companies are presented in the Notes to the Consolidated Financial Statements, Note 32. Related party disclosures.
| € | 2013 | 2012 |
|---|---|---|
| Receivables from Group companies | ||
| Loan receivables | 3,348,000 | 4,127,000 |
| Receivables from associated companies | ||
| Loan receivables | 9,548,817 | 18,720,765 |
| Other loan receivables | 2,094,101 | 1,217,377 |
| Long-term receivables total | 14,990,918 | 24,065,142 |
| € | 2013 | 2012 |
|---|---|---|
| Accounts receivable | 152,517 | 97,980 |
| Receivables from Group companies | ||
| Accounts receivable | 1,227 | 145,987 |
| Loan receivables | 2,220,840 | 2,220,228 |
| Other receivables | 3,933,135 | 4,721,240 |
| Total | 6,155,202 | 7,087,455 |
| Receivables from associated companies | ||
| 0 | 29,132 | |
| Accrued income | 50,699 | 661,639 |
| Total | 50,699 | 690,771 |
| Loan receivables | 18,326 | 18,677 |
| Other receivables | 1,249,350 | 3,443,152 |
| Accrued income | 1,015,312 | 644,700 |
| Short-term receivables total | 8,641,406 | 11,982,735 |
| € | 2013 | 2012 |
|---|---|---|
| Share capital at 1 January | 771,587 | 771,587 |
| Share capital at 31 December | 771,587 | 771,587 |
| Share premium account at 1 January | 38,968,186 | 38,968,186 |
| Share premium account at 31 December | 38,968,186 | 38,968,186 |
| Invested unrestricted shareholders' equity at 1 January | 6,999,741 | 6,999,745 |
| Deduction | 0 | -4 |
| Additions | 876,850 | 0 |
| Invested unrestricted shareholders' equity at 31 December | 7,876,591 | 6,999,741 |
| Retained earnings at 1 January | 5,778,399 | 6,774,641 |
| Dividend payment | 0 | -5,897,883 |
| Retained earnings at 31 December | 5,778,399 | 876,758 |
| Profit for the financial year | 9,837,500 | 4,901,641 |
| Shareholders' equity, total | 63,232,263 | 52,517,913 |
| € | 2013 | 2012 |
|---|---|---|
| Retained earnings | 5,778,399 | 876,758 |
| Profit for the financial year | 9,837,500 | 4,901,641 |
| Invested unrestricted shareholders' equity | 7,876,591 | 6,999,741 |
| Total | 23,492,490 | 12,778,140 |
| 2013 | 2012 | |
|---|---|---|
| Number of | Number of | |
| shares | shares | |
| Series A share (10 votes/share) | 5,750,000 | 5,750,000 |
| Series B share (1 vote/share) | 79,516,991 | 78,531,766 |
| € | 2013 | 2012 |
|---|---|---|
| Hybrid bond | 15,000,000 | 29,000,000 |
| Senior bond | 15,000,000 | 0 |
| Bank loans | 10,854,068 | 22,678,465 |
| Other liabilities | 0 | 101,772 |
| Non-current liabilities total | 40,854,068 | 51,780,237 |
| € | 2013 | 2012 |
|---|---|---|
| Accounts payable | 183,698 | 481,844 |
| Liabilities to Group companies | ||
| Pohjola Bank plc; Group account | 2,637,384 | 0 |
| Accounts payable | 0 | 990 |
| Other liabilities | 3,710,881 | 4,955,909 |
| Accrued expenses | 356,200 | 239,773 |
| Total | 6,704,465 | 5,196,672 |
| Bank loans | 6,000,000 | 9,785,207 |
| Other liabilities | 94,485 | 87,567 |
| Accrued expenses | 1,095,906 | 1,303,591 |
| Current liabilities total | 14,078,554 | 16,854,881 |
| € | 2013 | 2012 |
|---|---|---|
| Leasing agreements | ||
| Operating lease commitments | ||
| Within one year | 69,900 | 137,891 |
| After one but not more than five years | 13,435 | 68,747 |
| Total | 83,335 | 206,638 |
| Other hire purchase commitments | ||
| Within one year | 1,126,867 | 1,154,817 |
| After one but not more than five years | 1,220,722 | 2,297,321 |
| Total | 2,347,589 | 3,452,138 |
| € | 2013 | 2012 |
|---|---|---|
| Mortgage bonds | 60,000,000 | 60,000,000 |
| Loan commitments to Maneq funds | 4,289,989 | 5,113,321 |
| Other contingent liabilities | 35,288 | 484,349 |
| € | 2013 | 2012 |
|---|---|---|
| Equity funds | 674,609 | 1,055,368 |
| Fund of funds | 383,055 | 447,178 |
| Total | 1,057,664 | 1,502,546 |
Helsinki, 5 February 2014
Karri Kaitue Koen Dejonckheere Chairman
Nora Kerppola Claes de Neergaard
Ari Tolppanen Heikki Westerlund CEO
The Auditor's Note
Our auditor's report has been issued today.
Helsinki, 5 February 2014
PricewaterhouseCoopers Oy Authorised Public Accountants
Mikko Nieminen Authorised Public Accountant
To the Annual General Meeting of CapMan Plc
We have audited the accounting records, the financial statements, the report of the Board of Directors and the administration of CapMan Plc for the year ended 31 December 2013. The financial statements comprise the consolidated statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company's balance sheet, income statement, cash flow statement and notes to the financial statements.
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company's accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.
Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. The Auditing Act
requires that we comply with the requirements of professional ethics. We conducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from material misstatement, and whether the members of the Board of Directors of the parent company or the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or whether they have violated the Limited Liability Companies Act or the articles of association of the company.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the report of the Board of Directors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company's financial performance and financial
position in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements.
Helsinki, 5 February 2014
PricewaterhouseCoopers Oy Authorised Public Accountants
Mikko Nieminen Authorised Public Accountant
CapMan is one of the few listed fund management companies in Europe. CapMan Plc's B share has been listed on the Helsinki Stock Exchange since 2001. CapMan had 6,567 shareholders at the end of 2013.
CapMan has two series of shares, A and B. The company's unlisted A shares account for 42.0% of votes; while B shares, listed in Helsinki Stock Exchange (Nasdaq OMX Helsinki), account for 58.0% of votes. The company has total 5,750,000 of A shares and total 79,516,991 of B shares. Both series of shares carry an equal entitlement to a dividend. CapMan's shares are included in the book-entry securities register and have no nominal value. CapMan Plc's share capital as of 31 December 2013 was €771,568.98.
CapMan had two option programmes to engage and commit personnel to the company in force as of the end of 2013: Option programme 2008B and Option programme 2013A. Details on the programmes can be found in the Report of the Board of Directors and the Notes to the Financial Statements.
CapMan had 6,567 shareholders as of the end of 2013. CapMan issued two flagging notices in 2013 related to transactions during the financial year. In December a flagging notification was issued as Gimv NV's share of the total number of shares in CapMan Plc fell below 10%. The change was due to an increase of total shares outstanding of CapMan Plc following the share subscriptions based on stock options 2008B. In September CapMan issued a flagging notification related to Eläkekassa Verso's shareholding falling below 5%.
Gimv NV remains the largest shareholder of CapMan Plc with 9.9% ownership of shares. CapMan Plc's largest shareholders are detailed in the Notes to the Financial Statements. CapMan Plc owned 26,299 of the company's B shares as of 31 December 2013.
CapMan Plc's foreign shareholders can register their holdings in nominee-registered book-entry accounts, for which a custodian is registered in the company's list of shareholders rather than the ultimate owner. Foreign and nominee-registered shareholders held a total of 15% of CapMan's shares as of the end of 2013. A breakdown by sector and size of holding can be found on the Notes to the Financial Statements.
CapMan aims to pay at least 50% of its net result in the form of a dividend. The Board of Directors will propose to the Annual General Meeting that a dividend of €0.04 per share should be paid to shareholders.
CapMan's IR contacts are the joint responsibility of the CEO, the head of the Business Development and Investor Relations team, the CFO, and the Communications and IR Manager. The company observes a two-week silent period prior to publication of its interim reports and financial statements, during which it does not comment on the company's financial performance or future prospects and does not meet investors, analysts, or financial journalists.
Share-related key figures Information for shareholders
| 2013 | 2012 | |
|---|---|---|
| Share price, € | ||
| highest | 1.19 | 1.19 |
| lowest | 0.80 | 0.80 |
| volume-weighted average | 0.93 | 0.94 |
| closing price, 31.12 | 1.14 | 0.84 |
| Trading turnover | ||
| million shares | 20.2 | 20.4 |
| million euros | 18.9 | 19.0 |
| CapMan B-share | |
|---|---|
| Market | Helsinki |
| Currency | € |
| Listed | 02.04.2001 |
| ISIN | FI0009009377 |
| Trading code | CPMBV |
| Reuters code | CPMBV.HE |
| Bloomberg code | CPMBV |
| List | Nordic Small Caps |
| Industry | Finance |
| Number of shares | 79,516,991 |
| Votes/share | 1/share |
| CapMan A-share | |
| Number of shares | 5,750,000 (unlisted) |
| Votes/share | 10/share |
| CapMan 2008 B-option | |
| Stock options, number | 2,135,000 |
| Share subscription price | 0.89 EUR |
| Exercise period | 1.5.2012 - 31.12.2013 |
| CapMan 2013 A-option | |
| Stock options, number | 1,410,000 |
| Share subscription price | 0.92 EUR |
| Exercise period | 1.5.2016 - 31.12.2017 |
The 2008B option programme entitles holders to subscribe to 2,135,000 B shares and the 2013A option programme entitles to subscribe to 1,410,000 B shares.
CapMan Plc's Annual General Meeting 2014 will be held on Wednesday, 19 March 2014 at 10:00 am EET at Cultural Centre G18 ball room, Yrjönkatu 18, 00120 Helsinki. All shareholders registered with the company's list of shareholders maintained by Euroclear Finland Oy on Friday 7 March 2014 are entitled to attend.
Shareholders wishing to attend the AGM should inform the company by 10:00 am EET on Friday 14 March 2014 at the latest. Registration can be made by sending a written notification to the company's address (CapMan Plc/AGM, Korkeavuorenkatu 32, 00130 Helsinki) online at www.capman.com/generalmeetings, by phone (Anni Luoma, +358 (0)207 207 627 or Hannele Luukkainen, +358 (0)207 207 649), by email ([email protected]), or by fax (+358 (0)207 207 510). Registrations must reach the company by the date and time specified above. Any proxy for exercising voting rights must be delivered to CapMan at the aforementioned postal address before expiry of the registration period.
The Board of Directors will propose to the AGM that a dividend of €0.04 per share will be paid.
CapMan Plc will publish three interim reports during 2014:
1 January – 31 March 2014: Thursday, 8 May 2014 1 January – 30 June 2014: Thursday, 7 August 2014 1 January – 30 September 2014: Thursday, 6 November 2014.
Financial reports are published in Finnish and English. The company's Annual Reports, Interim Reports, and
stock exchange releases and press releases can be consulted at www.capman.com. The company's Web site also includes other IR material. Anyone interested in receiving CapMan releases by email can subscribe them at www.capman.com.
Euroclear Finland Oy maintains CapMan Plc's share, shareholder, and option lists. Shareholders and option holders are requested to inform Euroclear Finland Oy or their custodian bank of any changes in their personal information or address. Euroclear's free phone number – +358 (0)800 180 500 – can provide further information. CapMan is not responsible for updating shareholders' addresses.
CapMan's IR contacts are the joint responsibility of the CEO, Head of the Business Development and Investor Relations team, the CFO, and the Manager, Communications and IR. The company observes a two-week silent period prior to publication of its interim reports and financial statements, during which it does not comment on the company's financial performance or future prospects and does not meet investors, analysts, or financial journalists.
Carnegie Timo Heinonen, tel. +358 (0)9 6187 1234
Inderes Sauli Vilén, tel. +358 (0)44 025 8908
Pohjola Bank Niclas Catani, tel. +358 (0)10 252 8780
| Return on equity (ROE), % = | Profit / loss | x | 100 |
|---|---|---|---|
| Shareholders' equity + non-controlling interests (average) | |||
| Profit / loss + interest expenses | |||
| Return on investment (ROI), % = | and other financial expenses | x | 100 |
| Balance sheet total - non-interest bearing debts (average) |
|||
| Equity ratio, % = | Shareholders' equity + non-controlling interests | x | 100 |
| Balance sheet total - advances received | |||
| Net interest-bearing liabilities | |||
| Net gearing, % = | Shareholders' equity | x | 100 |
| Earnings per share (EPS) = | Profit/loss for the financial year - hybrid loan interest | ||
| Share issue adjusted number of shares (average) | |||
| Shareholders' equity per share = | Shareholders' equity | ||
| Share issue adjusted number of shares | |||
| at the end of the financial year | |||
| Dividend per share = | Dividend paid in the financial year | ||
| Share issue adjusted number of shares | |||
| at the end of the financial year | |||
| Dividend per earnings, % = | Dividend/share | x | 100 |
| Earnings/share |
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