Annual Report • Mar 7, 2011
Annual Report
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| Key Figures for CapMan Plc Group ---------------------------------------------------------------------------------------------- 1 | |
|---|---|
| Shares and Shareholders ----------------------------------------------------------------------------------------------------------- 3 | |
| Report of the Board of Directors ------------------------------------------------------------------------------------------------- 5 | |
| Group's Financial Statements, IFRS ------------------------------------------------------------------------------------------- 10 | |
| Parent Company's Financial Statements, FAS ------------------------------------------------------------------------------ 29 | |
| Auditor's Report ---------------------------------------------------------------------------------------------------------------------- 35 | |
| Corporate Governance Statement ----------------------------------------------------------------------------------------------- 36 | |
| Information for Shareholders ----------------------------------------------------------------------------------------------------- 41 | |
The fi nancial statement in this document does not cover all aspects of CapMan's offi cial Financial Statement for 2010, which can be consulted in its entirety at www.capman.com/ir/annual-general-meetings.
| M€ | 2006 | 2007 | 2008 | 2009 | 2010 |
|---|---|---|---|---|---|
| Turnover | 37.1 | 51.1 | 36.8 | 36.3 | 38.2 |
| Management fees | 24.9 | 24.6 | 29.6 | 33.3 | 32.9 |
| Carried interest* | 9.4 | 23.6 | 4.1 | 0.0 | 2.6 |
| Income from real estate consulting |
2.0 | 2.1 | 2.4 | 2.4 | 1.6 |
| Other income | 0.8 | 0.8 | 0.7 | 0.6 | 1.1 |
| Other operating income | 0.7 | 0.2 | 0.1 | 0.1 | 23.0 |
| Operating expenses | -26.6 | -27.7 | -29.8 | -33.0 | -42.8 |
| Fair value gains/losses of investments |
4.4 | 6.2 | -13.4 | -3.3 | 2.7 |
| Operating profi t/loss | 15.6 | 29.8 | -6.3 | 0.1 | 21.0 |
| Financial income and expenses | 0.4 | 1.1 | -2.0 | -0.2 | 0.6 |
| Share of associated companies' result |
1.3 | 1.9 | -2.4 | 1.3 | 2.4 |
| Profi t/loss before taxes | 17.3 | 32.7 | -10.7 | 1.2 | 23.9 |
| Profi t/loss for the fi nancial year | 12.4 | 24.2 | -8.1 | 0.1 | 17.6 |
| Return on equity (ROE), % | 23.4 | 38.9 | -11.8 | 0.2 | 20.8 |
| Return on investment (ROI), % | 29.9 | 44.2 | -6.3 | 2.8 | 19.7 |
| Equity ratio, % | 71.6 | 57.6 | 50.3 | 55.1 | 58.5 |
| Net gearing, % | -12.1 | -27.5 | 30.0 | 34.8 | 7.3 |
| Dividend paid** | 9.3 | 12.8 | 0.0 | 3.4 | 10.1 |
| Personnel (at year-end) | 98 | 110 | 141 | 150 | 150 |
| 2006 | 2007 | 2008 | 2009 | 2010 | |
|---|---|---|---|---|---|
| Earnings/share, € | 0.15 | 0.24 | -0.10 | -0.03 | 0.18 |
| Diluted | 0.15 | 0.24 | -0.10 | -0.03 | 0.18 |
| Shareholders' equity/share***, € | 0.74 | 0.86 | 0.86 | 0.94 | 1.08 |
| Dividend/share**, € | 0.12 | 0.16 | 0.00 | 0.04 | 0.12 |
| Dividend/earnings**, % | 80.0 | 67.0 | 0.0 | 0.0 | 68.0 |
| Average share issue adjusted number of shares during the fi nancial year ('000) |
76,213 78,143 80,433 83,016 84,255 | ||||
| Share issue adjusted number of shares at year-end ('000) |
77,159 79,969 81,458 84,282 84,282 | ||||
| Number of shares outstanding ('000) |
77,159 79,968 81,323 84,255 84,255 | ||||
| Own shares ('000) | 0 | 0 | 136 | 26 | 26 |
| M€ | 2010 | 2009 |
|---|---|---|
| Turnover | 38.2 | 36.3 |
| Management fees | 32.9 | 33.3 |
| Real estate consulting | 1.6 | 2.4 |
| Carried interest | 2.6 | 0.0 |
| Other income | 1.1 | 0.6 |
| Operating profi t | 18.9 | 3.7 |
| Profi t | 14.1 | 3.7 |
| M€ | 2010 | 2009 |
|---|---|---|
| Fair value changes of investments | 2.7 | -3.3 |
| Operating profi t/loss | 2.1 | -3.6 |
| Profi t/loss | 3.5 | -3.6 |
Footnotes for tables and graphs
Investments at fair value Remaining commitments
CapMan is one of only a few listed private equity fund management companies in Europe. The company's B share has been listed on the Nasdaq OMX Helsinki since 2001.
| CapMan B share | |
|---|---|
| Market | Helsinki |
| Currency | Euro |
| Listing date | 2 April 2001 |
| ISIN | FI0009009377 |
| Trading code | CPMBV |
| Reuters code | CPMBV.HE |
| Bloomberg code | CPMBV |
| List | Nordic Small Caps |
| Sector | Finance |
| Number of shares | 78,281,766 |
| Votes/share | 1 vote/share |
| CapMan A share (unlisted) | |
| Number of shares | 6,000,000 |
| Votes/share | 10 votes/share |
| Stock option programme 2008 | |
| Number of 2008 A options | 2,135,000 |
| Share subscription price, A options | €2.69 |
| Subscription period, A options | 1.5.2011–31.12.2012 |
| Number of 2008 B options | 2,135,000 |
| Share subscription price, B options | €1.12 |
| Subscription period, B options | 1.5.2012–31.12.2013 |
| The A and B options of the 2008 option programme each entitle holders to subscribe to 2,135,000 shares. |
CapMan has two series of shares, A and B. The company's B shares, which are listed on the Nasdaq OMX Helsinki, total 78,281,766 and account for 56.6% of votes; while its unlisted A shares total 6,000,000 in number and account for 43.4% of votes. 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 2010 was €771,568.98.
CapMan had one option programme to engage and commit personnel to the company in force as of the end of 2010. Details on the 2008 programme can be found in the Report of the Board of Directors on Page 8 and the Notes to the Financial Statements on Page 24.
CapMan had 4,834 shareholders as of the end of 2010. One fl agging notifi cation was issued during the year when the number of shares held by the Belgian-based private equity fi rm Gimv exceeded 10% and its share of votes exceeded 5%. Gimv is the company's secondlargest shareholder in terms of number of shares. CapMan Partners B.V., owned by CapMan's Senior Partners, continues to hold the largest number of votes in CapMan Plc. The company's largest shareholders are detailed in the Notes to the Financial Statements on Page 21. CapMan Plc owned 26,229 of the company's B shares as of 31 December 2010.
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 26% of CapMan's shares as of the end of 2010. A breakdown by sector and size of holding can be found in the Notes to the Financial Statements on Page 20.
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 €0.12 per share should be paid to shareholders.
CapMan's IR contacts are the joint responsibility of the CEO, the head of the Investor Services team, the CFO, and the Communications Director. The company observes a two-week silent period prior to publication of its interim reports and fi nancial statements, during which it does not comment on the company's fi nancial performance or future prospects and does not meet investors, analysts, or fi nancial journalists.
Information for shareholders, page 41.
| 2010 2009 | |
|---|---|
| 1.98 | 1.63 |
| 1.28 | 0.77 |
| 1.57 | 1.10 |
| 1.78 | 1.34 |
| 14.1 | 16.9 |
| 22,0 | 19,2 |
CapMan is a private equity fund manager operating in the Nordic countries and Russia. CapMan also makes investments in its own funds. The guiding principle for the investment activities of the funds managed by the Group is to work actively and directly towards increasing the value of investments. The Group has two operating segments: the Management Company business and the Fund Investment business.
Income from the Management Company business is derived from management fees paid by funds, carried interest received from funds, and income generated by real estate consulting. Management fees and real estate consulting income normally cover the company's operating costs and generally represent a steady and very predictable source of income.
Income from the Fund Investment business comes from changes in the fair value of investments and realised returns on CapMan's own fund investments. Depending on the development of funds' investments and the general market situation, these can have a signifi cant positive or negative impact on the Group's result.
As there may be considerable quarterly fl uctuations in carried interest and the fair value of fund investments, the Group's fi nancial performance should be analysed over a longer time span than the quarterly cycle.
CapMan sold 30% of Access Capital Partners Group S.A. to Pohjola in November. The transaction was closed in December and had an impact of MEUR 22.7 on CapMan's 2010 result. CapMan continues to be an Access shareholder after the transaction, with a 5% stake. CapMan's entitlement to possible carried interest income from the funds and private equity mandates managed by Access will remain unchanged after the transaction for all capital raised by Access prior to the closing.
CapMan decided in the last quarter of 2010 that it will not establish any new technology funds in future. The reorganisation of technology investment operations had an impact of MEUR -4.6 on CapMan's result for 2010. Of this sum, MEUR 3.8 was related to a goodwill write-down of the Swedestart acquisition made in 2002. The goodwill write-down had no impact on the Group's cash fl ows. Following the decision, CapMan reduced the size of the CapMan Technology 2007 fund from MEUR 142.3 to MEUR 99.6 as of the end of 2010 and ended the fund's investment period. Consequently, management fees received from the fund will decrease by approx. MEUR 2 in 2011.
In line with a decision made in 2009, CapMan will not establish any new life science funds either. The CapMan Technology and CapMan Life Science teams are focusing on developing the value of their existing portfolio companies and maximizing returns for fund investors. The Nordic technology sector, growth fi nancing, and the health care sector will remain in the focus of CapMan's other funds in the future.
CapMan announced in November that it is considering divesting its real estate consulting operations while staying committed to the further development of real estate fund management business.
The Group's turnover increased slightly compared to 2009 and totalled MEUR 38.2 in 2010 (2009: MEUR 36.3). Operating expenses increased and totalled MEUR 42.8 (MEUR 33.0). This increase was attributable to non-recurring expenses in the last quarter, which totalled MEUR 5.2, and personnel bonuses payable due to the good result in the last quarter.
Of the non-recurring expenses MEUR 4.6 was related to the reorganization of technology investment operations. Operating expenses, excluding non-recurring items and result-related bonuses in the last quarter of the year, were at the level of the preceding quarters.
The Group's operating profi t rose to MEUR 21.0 (MEUR 0.1). Operating profi t excluding non-recurring items was MEUR 6.3. Financial income and expenses amounted to MEUR 0.6 (MEUR -0.2). CapMan's share of the profi t of its associated companies increased clearly compared to 2009 and totalled MEUR 2.4 (MEUR 1.3). The positive fair value development related to the investment targets of the Maneq funds impacted the result of associated companies in particular. Profi t before taxes was MEUR 23.9 (MEUR 1.2) and profi t after taxes was MEUR 17.6 (MEUR 0.1).
Profi t attributable to the owners of the parent company was MEUR 17.3 (MEUR -0.2). Earnings per share were 17.7 cents (-3.0 cents).
Turnover, operating profi t/loss and profi t/loss by segment are presented in the Notes to the Financial Statements in Section 2. Segment information.
Turnover generated by the Management Company business during the review period totalled MEUR 38.2 (MEUR 36.3). Management fees were comparable to 2009 and amounted to MEUR 32.9 (MEUR 33.3).
Income from real estate consulting was lower than in 2009 and totalled MEUR 1.6 (MEUR 2.4). The aggregate total of management fees and income from real estate consulting was MEUR 34.5 (MEUR 35.7).
Carried interest income totalled MEUR 2.6 (MEUR 0.0) and came mainly from the Finnventure V fund following its exit from the fi nancial administration services company, Pretax, and its sale of the shares in the American company, On2 Technologies, that the fund received when exiting Hantro Products Oy in 2007.
The Management Company business recorded an operating profi t of MEUR 18.9 (MEUR 3.7) and a profi t of MEUR 14.1 (MEUR 3.7).
The status of the funds managed by CapMan is presented in more detail on the company's website at www.capman.com/funds.
Fair value changes related to fund investments in 2010 were MEUR 2.7 (MEUR -3.3) and represented a 4.2% increase in value over 2010 (a 5.4% decrease in value in 2009). Changes during the last quarter were MEUR 1.1 (MEUR 0.9), equivalent to a 1.6% increase in value over the period (a 1.5% increase in value in October-December 2009). The development of individual portfolio companies, as well as changes in the market capitalisation of their listed peers, impacted fair value development. The aggregate fair value of fund investments as of 31 December 2010 was MEUR 66.5 (31 December 2009: MEUR 59.4).
Operating profi t for the Fund Investment business was MEUR 2.1 (MEUR -3.6) and the profi t for the period was MEUR 3.5 (MEUR -3.6). Profi t performance benefi ted from CapMan's share of the result of its Maneq associated companies. Changes in the fair value of investments made by Maneq companies also made a contribution.
CapMan made new investments in its funds totalling MEUR 11.8 (MEUR 13.0) during the year. The majority of these investments were made in the CapMan Buyout IX, CapMan Public Market, CapMan Life Science IV and CapMan Buyout VIII funds. CapMan received distributions from funds totalling MEUR 6.8 (MEUR 0.6). The majority of this capital was received following exits made by the CapMan Equity VII, CapMan Buyout VIII, CapMan Mezzanine IV, and CapMan Public Market funds. CapMan gave a new MEUR 5 commitment to the CapMan Mezzanine V fund in the third quarter.
The amount of remaining commitments totalled MEUR 36.3 as of 31 December 2010 (31.12.2009: MEUR 42.6). The aggregate fair value of existing investments and remaining commitments as of 31 December 2010 was MEUR 102.8 (MEUR 102.0). CapMan's objective is to invest 1-5% of the original capital in the new funds that it manages, depending on fund size, fund demand, and CapMan's own investment capacity.
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. Fair value changes have no impact on the Group's cash fl ows.
Investments at fair value and remaining commitments by investment area are presented in the Notes to the Financial Statements in Section 17. Investments at fair value through profi t and loss, and in Section 30. Commitments and contingent liabilities.
CapMan's balance sheet totalled MEUR 155.8 as of 31 December 2010 (31.12.2009: MEUR 142.0). Non-current assets amounted to MEUR 112.7 (MEUR 112.1). The carrying amount of goodwill was adjusted by MEUR 3.8 as a result of the write-down on the reorganisation of technology operations. Goodwill stood at MEUR 6.4 at yearend (MEUR 10.2).
Fund investments booked at fair value rose to MEUR 66.5 (MEUR 59.4). Long-term receivables amounted to MEUR 24.8 (MEUR 25.3), of which MEUR 24.2 (MEUR 23.5) were loan receivables from Maneq funds. In addition to CapMan Plc, CapMan personnel are investors in Maneq funds. The expected returns from CapMan's Maneq investments are broadly in line with the return expectations for CapMan's other investments in its own funds, and Maneq funds pay market rate interest on loans they receive from CapMan Plc.
Current assets amounted to MEUR 39.6 (MEUR 29.9). Liquid assets (cash in hand and at banks, plus other fi nancial assets at fair value through profi t and loss) increased as a result of the Access transaction and amounted to MEUR 35.0 (MEUR 19.7).
The size of CapMan's hybrid bond stands at MEUR 29.0. Interest on the hybrid bond totalling MEUR 3.2 was paid in 2010, and it was deducted from equity in line with the terms of the loan. CapMan Plc had a bank fi nancing package of MEUR 50.6 (MEUR 56.9) available as of 31 December 2010, of which MEUR 40.6 (MEUR 46.9) was utilised. Trade and other payables totalled MEUR 17.4 (MEUR 12.2). The Group's interest-bearing net debts amounted to MEUR 6.6 (MEUR 27.3).
The Group's cash fl ow from operations totalled MEUR 6.0 (MEUR -1.8). Income from fund management fees is paid semiannually, in January and July, and is shown under working capital in the cash fl ow statement. Cash fl ow from investments totalled MEUR 20.0 (MEUR -15.1) and is related, in addition to fund investments and repaid capital received by the company, to MEUR 21.0 received from the Access transaction. Cash fl ow before fi nancing totalled MEUR 26.0 (MEUR -16.9), while cash fl ow from fi nancing was MEUR -9.9 (MEUR 10.6). Cash fl ow from fi nancing includes the MEUR 3.7 dividend paid in April.
CapMan Plc's receivables from Maneq funds are specifi ed in more detail in the Notes to the Financial Statements in Section 32. Related party disclosures.
CapMan's equity ratio as of 31 December 2010 was 58.5% (31.12.2009: 55.1%). Return on equity was 20.8% (0.2%) and return on investment was 19.7% (2.8%). Non-recurring items excluded, the return on equity was 8.7% and return on investment was 6.7%. The target level for the company's equity ratio was at least 50% and at least 25% for return on equity in 2010.
| Key fi gures | 31 Dec 2010 | 31 Dec 2009 |
|---|---|---|
| Earnings per share, cents | 17.7 | -3.0 |
| Diluted, cents | 17.7 | -3.0 |
| Shareholders' equity/share, cents* | 107.7 | 94.2 |
| Share issue adjusted number of shares | 84,255,467 | 83,015,987 |
| Number of shares at the end of period | 84,281,766 | 84,281,766 |
| Number of shares outstanding | 84,255,467 | 84,255,467 |
| Company's possession of its own shares, end of period |
26,299 | 26,299 |
| Return on equity, % | 20.8 | 0.2 |
| Return on investment, % | 19.7 | 2.8 |
| Equity ratio, % | 58.5 | 55.1 |
| Net gearing, % | 7.3 | 34.8 |
* In line with IFRS standards, the MEUR 29.0 hybrid bond has been included in equity, also when calculating equity per share. The net interest on the hybrid bond for the review period has been included when calculating earnings per share.
CapMan Plc's goal is to distribute at least 50% of net profi t as dividends. CapMan Plc's distributable assets amounted to MEUR 17.4 on 31 December 2010 (MEUR 10.5 on 31 December 2009). CapMan Plc's Board of Directors will propose to the Annual General Meeting to be held on 30 March 2011 that a dividend of EUR 0.12 per share should be paid from distributable assets to shareholders, equivalent to a total of MEUR 10.1. A dividend of EUR 0.04 per share was paid for 2009.
Capital under management refers to the remaining investment capacity of funds and capital already invested at acquisition cost. CapMan's goal has been to increase its capital under management by an average of 15% a year. Capital increases as fundraising for new funds progresses and declines as exits are made.
The fundraising market remained challenging throughout 2010. According to Preqin's preliminary data for 2010, a total of USD 37 billion was committed to European buyout and growth funds in 2010, which is 42% less than in the level seen in 2009.*
CapMan established its fi rst project-specifi c hotel fund CapMan Yrjönkatu 17 Ky on 22 November 2010. The size of the fund is MEUR 13, and it has invested in a hotel property located at Yrjönkatu 17 in central Helsinki. CapMan intends setting up 5–10 project-specifi c hotel funds, each of which will invest in between one to four hotels, over the next fi ve years.
The CapMan Mezzanine V fund held its fi rst closing at MEUR 60 on 23 September 2010. CapMan's commitment to the fund is MEUR 5. The target size of the new fund is MEUR 150, or approximately half the size of the CapMan Buyout IX fund. The two funds will mainly invest in the same companies.
The CapMan Buyout IX fund held its fi nal closing on 30 June 2010 and reached a fi nal size of MEUR 294.6. In addition, the investment capacity of the CapMan Hotels RE fund rose during the fi rst quarter from MEUR 872.5 to MEUR 950.0 when debt fi nancing was increased to the maximum amount allowed under the fund's terms.
The operations of the Finnventure Rahasto II Ky, Finnventure Rahasto III Ky, and Finnventure Rahasto III G funds ended during the review period when the funds in question exited their last remaining portfolio company, Oy Turo Tailor Ab. As a result of the reorganisation of technology investment operations, the size of the CapMan Technology 2007 fund decreased from MEUR 142.3 to MEUR 99.6.
Capital under management remained at a comparable level to 2009 and totalled MEUR 3,535.4 as of 31 December 2010 (31.12.2009: MEUR 3,504.3). Of this, MEUR 1,794.6 (MEUR 1,845.3) was held in funds making investments in portfolio companies and MEUR 1,740.8 (MEUR 1,659.0) in real estate funds.
Funds managed by CapMan signed an agreement in December to sell OneMed Group Oy to 3i and the company's management. As CapMan is a substantial investor in funds that exited from OneMed, the impact of the transaction on CapMan's cash fl ow is expected to be approx. MEUR 13 in 2011. The transaction is expected to be closed in March 2011.
CapMan fi nalised the transfer of its own fund investments and remaining commitments to CapMan Fund Investments SICAV-SIF at the end of 2010. The transfers were initiated in 2009.
The companies included in the CapMan Plc Group are presented in the Notes to the Financial Statements in Section 32. Related party disclosures.
CapMan Plc's Board of Directors at the end of 2010 comprised Heikki Westerlund (Chairman), Teuvo Salminen (Vice Chairman), Sari Baldauf, Koen Dejonckheere, Tapio Hintikka, and Conny Karlsson. Heikki Westerlund was CapMan Plc's CEO between 1 January and 31 May in 2010 and was succeeded by Lennart Simonsen from 1 June 2010 onwards. Jerome Bouix was Deputy CEO between
1 January and 4 November in 2010. As of 5 November 2010, the CEO does not have a deputy.
Niko Haavisto was appointed CapMan Plc's CFO and a member of the Management Group on 28 January 2010 and took up these positions on 26 April 2010. Lennart Simonsen was appointed CapMan Plc's CEO and a Senior Partner on 30 March 2010 and took up these positions as of 1 June 2010. CapMan Group's HR Director and member of the Management Group, Hilkka-Maija Katajisto, resigned in September 2010.
CapMan announced changes in the company's Management Group on 5 November 2010. CapMan Plc's Management Group at the end of 2010 comprised: CEO Lennart Simonsen, CFO Niko Haavisto, Head of Investor Services Jerome Bouix, Head of CapMan Buyout Kai Jordahl, Head of CapMan Russia Hans Christian Dall Nygård, Head of CapMan Public Market Joakim Rubin and Deputy Head of CapMan Real Estate Mika Matikainen.
CapMan employed a total of 150 people as of 31 December 2010 (31.12.2009: 150), of whom 103 (107) 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 5. Employee benefi t expenses.
Following a decision by the Annual General Meeting, CapMan Plc's Board of Directors is authorised to purchase CapMan shares and accept them as pledges, and decide on a share issue and the issuance of stock option rights and other entitlements related to CapMan shares. These authorisations will remain in force until 30 June 2011.
The authorisation to purchase CapMan shares and accept them as pledges amounts to a maximum of 8,000,000 CapMan B shares, provided that the treasury shares in the possession of, or held as pledges by, the company and its subsidiaries shall not exceed one tenth of all shares. These shares may be repurchased to fi nance or carry out acquisitions or other business transactions, to develop the company's capital structure, improve the liquidity of the company's shares, be disposed for other purposes, or be cancelled. They may be also accepted as pledges to fi nance or carry out acquisitions or other business transactions.
The repurchase of shares will be carried out using the company's unrestricted shareholders equity, which will reduce the funds available for the distribution of profi ts. The repurchases will be carried out through public trading on Nasdaq OMX Helsinki, with shares purchased disproportionally to the holdings of shareholders, in accordance with the rules and regulations of Nasdaq OMX Helsinki and Euroclear Finland Ltd. The repurchase price must be based on the market price of the company's shares in public trading. At the end of 2010, 8,000,000 B shares would have entitled holders to 9.5% of all shares and 5.8% of voting rights. The authorisation to decide on a share issue amounts to a maximum of 12,000,000 CapMan B shares.
There were no changes in either CapMan Plc's share capital or the number of shares during the review period. Share capital as of 31 December 2010 totalled EUR 771,586.98. B shares totalled 78,281,766 and A shares 6,000,000.
B shares entitle holders to one vote per share and A shares to 10 votes per share. A shares entitled holders to 43.4% and B shares to 56.6% of CapMan voting rights year-end. A shares are owned by CapMan Plc's current Senior Partners. A and B shares have equal dividend rights. CapMan Plc's shares are included in the bookentries securities system. The redemption obligation clauses related to shares are described in more detail in the Notes to the Financial Statements in Section 24. Share capital and shares.
CapMan Plc had 4,834 shareholders as of 31 December 2010 (31.12.2009: 4,774). CapMan Plc issued a fl agging notice on 14 December 2010 when the holding of the Belgian private equity company Gimv N.V. exceeded one-tenth (1/10) of the company's shares and one-twentieth (1/20) of voting rights following a share transaction concluded on 10 December 2010.
As at 31 December 2010, the members of the Board of Directors and the CEO owned directly and through corporations under their control a total of 3,606,280 A and B shares, representing 4.3% of all shares and 4.3% of all votes. The Chairman of the Board and the CEO also owned a total of 125,000 2008A options and 290,000 2008B options at the end of 2010. These options entitle holders to subscribe to corresponding numbers of CapMan B shares, which would entitle to 0.5% of all shares and 0.3% of voting rights at yearend. In addition, the Chairman of the Board and the CEO are shareholders in CapMan Partners B.V., which owns 3,000,000 CapMan Plc A shares and 2,000,000 B shares.
The ownership of CapMan Plc by sector classifi cation and size of shareholding, the company's largest shareholders, nominee-registered shares, and the redemption clauses applicable to the company's shares are described in the Notes to the Financial Statements in Section 24. Share capital and shares.
As of 31 December 2010, CapMan Plc held a total of 26,299 CapMan Plc B shares. Shares held by CapMan represented 0.03% of the company's shares and 0.02% of voting rights. There were no changes in the number of shares held by CapMan Plc in 2010.
As of 31 December 2010, CapMan Plc had one stock option programme in place – Option Programme 2008 – as part of incentive and commitment arrangements for personnel. The maximum number of stock options issued under Option Programme 2008 will be 4,270,000, which will carry an entitlement to subscribe to a maximum of 4,270,000 new B shares.
The programme is divided into A and B series, both of which cover a maximum of 2,135,000 option entitlements. The subscription period for 2008A options will start on 1 May 2011 and for 2008B options on 1 May 2012. Receivables from shares subscribed using these options will be entered in the company's invested unrestricted shareholders' equity. At the end of year 2010, 2,018,500 of 2008A stock option entitlements and 1,820,000 of 2008B stock option entitlements were allocated.
Stock option programs and the impact of stock options issued on the number of CapMan shares and voting rights are described in more detail in the Notes to the Financial Statements in Section 31. Share-based payments.
CapMan Plc's B shares closed at EUR 1.78 on 31 December 2010 (31.12.2009: EUR 1.34). The average price during the 2010 was EUR 1.57 (EUR 1.10). The highest price paid was EUR 1.98 (EUR 1.63) and the lowest EUR 1.28 (EUR 0.77). A total of 14.1 million (16.9 million) CapMan Plc B shares were traded, valued at MEUR 22.0 (MEUR 19.2). The number of shares traded accounted for approximately 18% of all B shares. The average daily volume of trading was 55,942 shares, with a value of approx. MEUR 87,451.
The market capitalisation of CapMan Plc B shares as of 31 December 2010 was MEUR 139.3 (MEUR 104.9). The market capitalisation of all company shares, including A shares valued at the closing price of B shares, was MEUR 150.0 (MEUR 112.9).
The key details of CapMan Plc Group's Financial Statements and the Report of the Board of Directors for 2010 will be published in the company's Annual Report in week 10. Complete Financial Statements, Report of the Board of Directors, and other fi nancial statement documents required by the Finnish Companies Act will be available on CapMan's website on 9 March 2011, at the latest. CapMan Plc's 2011 Annual General Meeting will be held on Wednesday 30 March 2011 at 10.00 am in Helsinki.
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 2010 in week 10 and will be available also on the company's website.
CapMan's Management Company business is generally profi table on an annual basis, but a major element of uncertainty is associated with forecasting the company's overall fi nancial performance because of the timing of revenue generated from possible carried interest and the development of the fair value of portfolio companies. Structural changes in the Nordic region's export industries could have a negative impact on the operations of some portfolio companies and their profi tability. The fundraising environment is expected to remain challenging, for the next 12 months at least, which could impact the outcome of fundraising during this period, the amount of capital under management, and any new management fees that CapMan could receive.
The risks related to 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.
The prospects for growth in the demand for alternative assets continue to remain good over the long term. The fi nancial recession and its impact have clearly slowed growth in the alternative asset class, however. A recent study by Preqin indicates that the fundraising market is expected to remain diffi cult in 2011. Over half of the institutional investors that took part in the study expect to increase
their investments in private equity funds in 2011 compared to 2010, which indicates that a gradual improvement could take place in 2011**. A more dynamic buyout and M&A market, together with capital repaid through exits, supports this development. The interest of international investors is currently focused primarily on small and mid-cap buyout funds.
Private equity has consolidated its position in fi nancing M&A activities and growth, and continues to focus typically on sector consolidation, family successions, and the privatisation of public services and functions. Increased entrepreneurial activity has also boosted growth. Real estate funds, for their part, have gained an established share of institutional investors' investment allocations.
CapMan funds investing in portfolio companies will continue to implement their investment strategies. Bank fi nancing for both mergers and acquisitions and real estate investments is at a good level, and the volume of deal fl ow has remained good across all our investment areas. The portfolios of our funds contain a number of investments which CapMan is now ready to exit from.
The development of our portfolio companies during the review period was largely good, and profi t and growth projections for 2011 as a whole are positive. In accordance with IPEVG criteria, the fair value development of portfolio companies will also be impacted by how well listed companies are able to deliver on their profi t projections and by how the currencies used in our areas of operations perform against the euro. We plan to keep suffi cient reserves in our funds to support the growth and fi nancing of our companies. Longterm cooperation with the Nordic banks is particularly important for us, and has worked well.
Value and number of real estate transactions remained at a moderate level during 2010 due to limited number of international investors in particular. Signifi cant part of the transactions was carried out between Finnish, mainly institutional investors. Interest towards Finnish real estate market by international investors is, however, clearly increasing. For the present their interest has mainly focused on prime properties with a lower risk ratio, which have had a relatively limited availability on the market. Along with the increased demand, rising yield expectations have tailed off and property valuation levels have slightly risen especially in properties with a low level of lease-related cash fl ow risk. We expect the number of real estate transactions to increase during the spring 2011. Occupancy rates for offi ce premises have continued to be satisfactory and there have been signs of recovery in the demand. Despite this development, the occupancy rates for offi ce premises are expected to fall in Greater Helsinki, which creates pressure to rental levels. Retail sector grew by almost 4% in 2010, which had a positive effect especially on the number of visitors and sales of large shopping centres. The positive development in shopping centres is expected to continue also in 2011.
CapMan funds investing in portfolio companies have some MEUR 700 available for making new and add-on investments, while real estate funds have approximately MEUR 335 of investment capacity, mainly for developing their existing portfolios.
The European Parliament adopted the European Directive on Alternative Investment Fund Managers (AIFM directive) in November 2010. The directive is expected to come into force in the second quarter of 2011, after which member states will have 24 months to integrate the directive into national legislation. The directive will stipulate an operating license for participants, as well as other signifi cant requirements, including fund investor and authority reporting. Thanks to its organisation and operating model, CapMan is in a good position to meet the challenge these new regulations represent.
Management fees are expected to fall behind the 2010 level in 2011 as a result of exits decreasing the management fee base and signifi cant new fundraising rounds taking place for the main part in 2012. Following the restructuring made in 2010 also operating expenses will decrease, but proportionally less than management fees. We continue to build our organisation to ensure growth in our key investment areas. Management fees do not fully cover our operating expenses in 2011.
Exit negotiations are under way in respect of a number of companies in the portfolios of CapMan funds. We expect the CapMan Equity VII A, B, and Sweden funds, as well as the Finnmezzanine III A and B funds, to transfer to carry during 2011-2012. The development of the fair value of fund investments will depend on the development of portfolio companies and the general market situation; we expect fair value development to be positive in 2011.
We expect operating profi t for 2011 to slightly exceed the 2010 operating profi t, which was MEUR 6.3 excluding non-recurring items.
CapMan Plc Board of Directors
* Preqin, January 2011.
** Preqin Investor Outlook: Private Equity, 2011.
| € ('000) | Note | 1 Jan–31 Dec 2010 |
1 Jan–31 Dec 2009 |
|---|---|---|---|
| Turnover | 2 | 38,150 | 36,257 |
| Other operating income | 4 | 22,963 | 137 |
| Employee benefi t expenses | 5 | -25,241 | -18,464 |
| Depreciation | 6 | -884 | -957 |
| Impairment of goodwill | 14 | -3,839 | -700 |
| Other operating expenses | 7 | -12,835 | -12,845 |
| Fair value gains/losses of investments | 8 | 2,707 | -3,322 |
| Operating profi t | 21,021 | 106 | |
| Finance income | 9 | 2,132 | 1,958 |
| Finance costs | 9 | -1,572 | -2,143 |
| Share of associated companies' result | 10 | 2,358 | 1,293 |
| Profi t before taxes | 23,939 | 1,214 | |
| Income taxes | 11 | -6,383 | -1,076 |
| Profi t for the fi nancial year | 17,556 | 138 | |
| Other comprehensive income: | |||
| Translation difference | 461 | 270 | |
| Total comprehensive income | 18,017 | 408 | |
| Profi t/loss attributable to: | |||
| Equity holders of the Company | 17,328 | -210 | |
| Non-controlling interests | 228 | 348 | |
| Total comprehensive income attributable to: |
|||
| Equity holders of the Company | 17,789 | 60 | |
| Non-controlling interests | 228 | 348 | |
| Earnings per share for profi t/loss attributable to the equity holders of the Company: |
|||
| Earnings per share (basic), cents | 12 | 17.7 | -3.0 |
| Earnings per share (diluted), cents | 12 | 17.7 | -3.0 |
The Notes are an integral part of the Financial Statements.
| € ('000) | Note | 31 Dec 2010 |
31 Dec 2009 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Tangible assets | 13 | 602 | 838 |
| Goodwill | 14 | 6,406 | 10,245 |
| Other intangible assets | 15 | 2,424 | 2,972 |
| Investments in associated companies | 16 | 6,400 | 6,547 |
| Investments at fair value through | |||
| profi t and loss | 17 | ||
| Investments in funds | 66,504 | 59,421 | |
| Other fi nancial assets | 619 | 585 | |
| Receivables | 18 | 24,778 | 25,304 |
| Deferred tax assets | 19 | 4,923 | 6,177 |
| 112,656 | 112,089 | ||
| Current assets | |||
| Trade and other receivables | 20 | 4,619 | 10,291 |
| Other fi nancial assets at fair value | 21 | 980 | 1 673 |
| Cash and bank | 22 | 34,049 | 17 978 |
| 39,648 | 29 942 | ||
| Non-current assets held for sale | 23 | 3,501 | 0 |
| Total assets | 155,805 | 142,031 | |
| Capital attributable to the Company's equity holders |
|||
| Share capital | 24 | 772 | 772 |
| Share premium account | 24 | 38,968 | 38,968 |
| Other reserves | 24 | 38,679 | 37,347 |
| Translation difference | 24 | 69 | -392 |
| Retained earnings | 12,241 | 1,097 | |
| 90,729 | 77,792 | ||
| Non-controlling interests | 273 | 413 | |
| Total equity | 91,002 | 78,205 | |
| Non-current liabilities | |||
| Deferred tax liabilities | 19 | 3,078 | 1,824 |
| Interest-bearing loans and borrowings | 25 | 35,371 | 41,779 |
| Other liabilities | 26 | 1,331 | 1,137 |
| 39,780 | 44,740 | ||
| Current liabilities | |||
| Trade and other payables | 27 | 17,395 | 12,227 |
| Interest-bearing loans and borrowings | 28 | 6,250 | 6,250 |
| Current income tax liabilities | 1,378 | 609 | |
| 25,023 | 19,086 | ||
| Total liabilities | 64,803 | 63,826 | |
| Total equity and liabilities | 155,805 | 142,031 | |
The Notes are an integral part of the Financial Statements.
| Attributable to the equity holders of the Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share | Non | ||||||||
| Share | premium | Other | Translation | Retained | controlling | Total | |||
| € ('000) | Note | capital | account | reserves | difference | earnings | Total | interests | equity |
| Equity on 31 December 2008 | 772 | 38,968 | 25,829 | -226 | 3,585 | 68,928 | 221 | 69,149 | |
| Options | 23 | -50 | -50 | -50 | |||||
| Share subscriptions with options | 23 | 723 | 723 | 723 | |||||
| Dividends paid | 23 | 0 | -46 | -46 | |||||
| Share issues | 23 | 1,795 | 1,795 | 1,795 | |||||
| Hybrid bond | 23 | 9,000 | 9,000 | 9,000 | |||||
| Hybrid bond, interest paid (net of tax) | 23 | -2,228 | -2,228 | -2,228 | |||||
| Other changes | -436 | -436 | -110 | -546 | |||||
| Comprehensive profi t/loss | 270 | -210 | 60 | 348 | 408 | ||||
| Equity on 31 December 2009 | 772 | 38,968 | 37,347 | -392 | 1,097 | 77,792 | 413 | 78,205 | |
| Options | 23 | 1,332 | -729 | 603 | 603 | ||||
| Dividends paid | 23 | -3,370 | -3,370 | -309 | -3,679 | ||||
| Hybrid bond | 0 | 0 | |||||||
| Hybrid bond, interest paid (net of tax) | 23 | -2,414 | -2,414 | -2,414 | |||||
| Other changes | 329 | 329 | -59 | 270 | |||||
| Comprehensive profi t | 461 | 17,328 | 17,789 | 228 | 18,017 | ||||
| Equity on 31 December 2010 | 772 | 38,968 | 38,679 | 69 | 12,241 | 90,729 | 273 | 91,002 |
The Notes are an integral part of the Financial Statements.
| € ('000) | Note | 1 Jan–31 Dec 2010 |
1 Jan–31 Dec 2009 |
|---|---|---|---|
| Cash fl ow from operations | |||
| Profi t for the fi nancial year | 17,556 | 138 | |
| Adjustments: | |||
| Unpaid income and expenses | 6,771 | 5,352 | |
| Gain from sale of associated | |||
| company | -22,729 | 0 | |
| Change in working capital: | |||
| Change in current non-interest | |||
| bearing receivables | 3,677 | 1,335 | |
| Change in current trade payables | |||
| and other non-interest-bearing liabilities |
5,326 | -4,798 | |
| Interest paid | -4,788 | -5,393 | |
| Interest received | 967 | 588 | |
| Dividends received | 840 | 840 | |
| Taxes paid | -1,599 | 140 | |
| Cash fl ow from operations | 6,021 | -1,798 | |
| Cash fl ow from investing activities | |||
| Investments in tangible assets | -60 | -75 | |
| Investments in intangible assets | -40 | -399 | |
| Investments at fair value through | |||
| profi t and loss | -5,150 | -11,109 | |
| Long-term loan receivables granted | -2,776 | -3,980 | |
| Receivables from long-term | |||
| receivables | 5,391 | 284 | |
| Other fi nancial assets at fair value | 693 | -731 | |
| Proceeds from sale of tangible assets | 65 | 120 | |
| Proceed from sale of associated | |||
| company | 21,000 | 0 | |
| Interest received | 856 | 785 | |
| Cash fl ow from investing activities | 19,979 | -15,105 | |
| Cash fl ow from fi nancing activities | |||
| Share issue | 0 | 722 | |
| Issued hybrid bond | 0 | 9,000 | |
| Proceeds from borrowings | 0 | 4,000 | |
| Repayment of long-term loan | -6,250 | -3,125 | |
| Dividends paid | -3,679 | -46 | |
| Cash fl ow from fi nancing activities | -9,929 | 10,551 | |
| Change in cash and cash equivalents | 16,071 | -6,352 | |
| Cash and cash equivalents | |||
| at start of year | 17,978 | 24,330 | |
| Cash and cash equivalents | |||
| at end of year | 22 | 34,049 | 17,978 |
The Notes are an integral part of the Financial Statements.
CapMan's core business is private equity fund management and advisory services. The funds under management make investments in Nordic and Russian companies and in real estates mainly in Finland.
The parent company of the Group is CapMan Plc. The parent company's domicile is Helsinki and its registered offi ce address is Korkeavuorenkatu 32, 00130 Helsinki, Finland.
The Group's Financial Statements may be viewed online at www.capman.com, or a hard copy is available from the offi ce of the parent company.
The Group's Financial Statements for 2010 have been approved for issue by the Board of Directors of CapMan Plc on 3 February 2011. Pursuant to the Finnish Companies Act, shareholders may adopt or reject the company's fi nancial statements, and make decisions on amendments to the fi nancial statements, at the Annual General Meeting.
The Group's fi nancial statements for 2010 have been prepared in accordance with International Financial Reporting Standards (IFRS) in conformity with the IAS and IFRS standards and SIC and IFRIC interpretations in force at 31 December 2010. The appendices to the Group's Financial Statements have been prepared in accordance with Finnish accounting standards and IFRS, as adopted by the European Union (EU).
The preparation of fi nancial statements in conformity with IFRS requires the management of the Group, in applying the accounting principles, to make estimates and assumptions and these are presented in more detail under 'Use of estimates'.
The Group's Financial Statements have been prepared under the historical cost convention, as modifi ed by the revaluation of available-for-sale fi nancial assets, and fi nancial assets and fi nancial liabilities including derivative instruments at fair value through profi t or loss. The information in the Group's Financial Statements is presented in thousands of euros.
The Group's Financial Statements include the accounts of all Group companies and associated companies. Subsidiaries are enterprises in which the Group has the control (the Group acquires or has the power over more than one half of the voting rights or it has the power to govern the operating and fi nancial policies of the other enterprise as a result of a statute). Subsidiaries are group's from the date on which control of the net assets and operations of the enterprise is effectively transferred to CapMan for acquired subsidiaries, and to the date when CapMan's control has expired for divested subsidiaries. Subsidiaries have been group's to the Group fi nancial statements in accordance with the purchase method of accounting. For subsidiaries acquired on or subsequent to 1 January 2004, the excess acquisition cost over the Group's interest in the fair value of the net assets acquired at the acquisition date is recognised as goodwill. All intercompany transactions, intercompany receivables and liabilities as well as intra-Group dividends have been eliminated.
Non-controlling interests are presented separately in the income statement and within equity in the Group's balance sheet. A share of accumulated loss is separated only to the extent the defi cit is covered by non-controlling shareholdings.
The associated companies have been group's in accordance with the equity method. An associated company is an entity in which the Group has significant infl uence (more than 20% of the voting rights), but does not have the control. Under the equity method, the investment in the associate 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 in value. The Group's share (based on its holding) of the associated companies' net profi t for the fi nancial period has been reported under 'Financial assets'.
The result and fi nancial 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 Group's 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 at 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 profi t and for fi nancial items are recorded in fi nancial income and expenses. The Group's foreign currency items have not been hedged.
In the Group's fi nancial statements, the income statements of subsidiaries whose functional currencies are not 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. Translation differences caused by changes in exchange rates for the cumulative shareholders' equity of foreign subsidiaries have been recognised in shareholders' equity.
When a subsidiary is wholly or partially divested, the cumulative amount of the translation differences is recognised in the income statement under profi t or loss.
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.
| The estimated useful lives are: | |
|---|---|
| Machinery and equipment | 4–5 years |
| Other long-term expenditure | 5 years |
The residual values and useful lives of assets are reviewed at each balance sheet date and adjusted to refl ect changes in the expected economic benefi ts as necessary.
Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the acquired enterprise (subsidiary or associated company) over the Group's interest in the net fair value of the identifi able assets, liabilities and contingent liabilities at the date of acquisition. Goodwill arising from acquisitions prior to 1 January 2004 is recognised as the carrying value at cost in accordance with accounting principles applicable at the date of acquisition. Goodwill is measured as the original acquisition cost less accumulated impairment. Impairment of goodwill is tested annually and write-offs are not made under goodwill. For this reason goodwill is directed to cash-generating units or, in the case of an associated company, goodwill is included in the company's acquisition cost.
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 it is probable that the future economic benefi ts that are attributable to the asset will fl ow to the Group. Intangible assets acquired in business combinations that are classifi ed as acquisitions are recognised in the balance sheet separate to goodwill, provided that they meet the defi nition of intangible assets and the cost of the assets can be measured reliably. Intangible assets are expensed in the income statement by the straight-line method over their useful lives (maximum ten years). The carrying amount is assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful lives are 5 to 10 years.
The Group reviews all assets for indications that the value of an asset may be impaired at each balance sheet date. If such indications 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 identifi able group of assets that is largely independent of other units and cash infl ows from other assets. The recoverable amount is the fair value of an asset less costs to sell or value in use. The value in use refers to the expected future net cash fl ow 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 refl ects current market assessments of the time value of money and the risks specifi c to the asset. Impairment is recorded in the income statement as an expense. The recoverable amount for fi nancial assets is either the fair value or the present value of expected future cash fl ows discounted by the initial effective interest rate.
An impairment loss is recognised whenever the recoverable amount of the asset is below the carrying amount, and it is recognised in the income statement immediately. An impairment loss of a cash-generating unit is fi rst 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 is not more than 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 fi nancial instruments have been classifi ed according to IAS 39 Financial Instruments: Recognition and Measurement into the following categories:
fi nancial assets at fair value through profi t and loss
loans and other receivables
Classifi cation of fi nancial assets is made on the basis of the purpose of the acquisition of fi nancial instruments at the time of initial recognition. Transaction costs have been reported in the initial cost of fi nancial assets, excluding items valued at fair value through profi t and loss. All purchases and sales of fi nancial 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 fl ows or when it has substantially transferred all of the risks and rewards of ownership of the asset outside of the Group.
The fi nancial assets at fair value through profi t and loss group has been divided into two subcategories: Held for trading and upon initial recognition designated as at fair value through profi t and loss.
Financial assets are classifi ed as held for trading if they are acquired principally for the purpose of generating a profi t from short-term fl uctuations in price. Financial assets held for trading and fi nancial assets with a maturity less than 12 months are included in current assets. The fair value of investments that are actively traded in organised fi nancial 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 for the fi nancial period in which they arise. Derivatives are also categorised as held for trading unless they are designated as hedges.
Most of the available-for-sale fi nancial assets are fund investments, for which fair value is calculated by 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 the portfolio companies. Investments for which fair value cannot be reliably estimated are valued at cost less any permanent impairment losses. IPEVG are generally used for fair value valuation in the private equity industry, and the guidelines have been prepared in consideration of IFRS requirements.
Loans and other receivables include the Group's fi nancial assets arising from the transfer of cash or services to a debtor. Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. Loans and receivables are reported either in current fi nancial assets or, if the maturity exceeds 12 months, in noncurrent fi nancial assets. These investments are measured at amortised cost using the effective interest method. In accordance with IAS 39 the receivables carried at amortised cost accrue interest income at the discount rate used to measure impairment after impairment has been recognised.
Impairment is recognised if there is objective evidence that the value of the item in question has been impaired at the balance sheet date. Impairment testing of loan receivables from the funds takes into consideration the fund's fair value, life cycle phase and expected returns when all investments are realised. The credit risk is described in Section 33. Financial risk management c) Credit risk.
Trade receivables are carried at original invoice amount less an allowance for any uncollectible amounts. Provision is made when there is objective evidence that the Group will not be able to collect the debts under the original terms and conditions. The Placement Agent Fee relating to fundraising has been amortised over fi ve years.
Cash and short-term deposits in the balance sheet comprise cash in banks and in hand as well as liquid short-term deposits. Cash assets have a maximum maturity of three months. Short-term investments to third party funds have been categorised as fi nancial assets at fair value through profi t and loss, and are presented in that category.
Financial liabilities are initially recognised at fair value. Transaction costs are reported in the initial book value of the fi nancial liability. After initial recognition all fi nancial liabilities are subsequently measured at amortised cost using the effective interest method. Financial liabilities are reported in non-current and current liabilities.
Equity bonds are reported in shareholders' equity due to the juridical structure of the bonds. The bond has no specifi ed maturity date but the company may call the bond 18 December 2013. Equity issuance costs are entered directly as an expense. Equity bonds are valued at nominal value, as there is no maturity date.
All of the Group's leasing arrangements are classifi ed as operating leases, as the risks and benefi ts of ownership remain with the lessor. Operating lease payments are recognised as an expense in the income statement on a straight-line basis. The Group does not act as a lessor.
Provisions are recognised in case the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outfl ow will be required to settle the obligation and a reliable estimate of the outfl ow can be made.
The Group has defi ned contribution pension plans in accordance with the local regulations and practices of its business domiciles. Payments to defi ned contribution pension plans are charged to the income statement in the fi nancial period to which they relate. The pensions have been arranged through insurance policies of external pension institutions.
The fair value of stock options is assessed at the grant date and expensed in even instalments in the income statement over the vesting period of the rights. The fair value is determined using the Black&Scholes pricing model. The terms of the stock option programs are presented in Section 31. Sharebased payments.
The Group offers a sabbatical program for key personnel based on the number of years of full-time work for the Company. The liability of the sabbatical has been estimated and recorded on the basis of probability.
Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and the amount of revenue can be reliably measured. The following specifi c recognition criteria must also be met before revenue is recognised:
Tax expenses in the Group's income statement comprise taxes on taxable income and changes in deferred taxes for the fi nancial period. Taxes on taxable income for the fi nancial 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 fi nancial periods, if applicable. The Group's taxes have been recognised during the fi nancial year using the average expected tax rate.
Deferred taxes are calculated on all 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 profi t 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 that have been enacted by the balance sheet date.
The preparation of the fi nancial statements in conformity with IFRS standards requires the management of the Group to make estimates and assumptions in applying the 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 fi nancial statements and on the reported amounts of income and expenses during the reporting period. Estimates have substantial impact on the Group's operating result. Estimates and assumptions have been used in impairment of goodwill, fair value of fund investments, intangible and tangible assets, in determining the useful economic lives and in reporting of deferred taxes, among others.
The determination of 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 the 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 fi nancing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a signifi cant degree of management judgment. Because there is signifi cant uncertainty in the valuation of, or in the stability of, the value of illiquid investments, the fair values of such investments as refl ected in a fund's net asset value do not necessarily refl ect the prices that would actually be obtained when such investments are realised.
Impairment testing for goodwill is performed annually. The most significant management assumptions in the recoverable amount of the asset are related to the timing and size of new funds to be established and the accrual of potential carried interest income. The management fees received by the funds are based on agreements and, for a fund's operational period
of approximately ten years, the yield can be predicted quite reliably. The estimates and assumptions include new funds to be established for the continuity of operations. A new fund is established at the end of the 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 and provides real estate consulting. Income from the Management Company business is derived from management fees paid by funds, carried interest received from funds, and income generated by real estate consulting. 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.
| Management Company business | |||||
|---|---|---|---|---|---|
| 2010 | CapMan Private |
CapMan Real |
Fund Investment |
||
| € ('000) | Equity | Estate | Total | business | Total |
| Turnover | 29,745 | 8,405 38,150 | 0 | 38,150 | |
| Operating profi t/loss | 19,844 | -908 18,936 | 2,085 | 21,021 | |
| Profi t/loss for the fi nancial year |
15,326 | -1,235 14,091 | 3,465 | 17,556 | |
| Assets | 9,272 | 1,519 10,791 | 101,865 112,656 | ||
| Total assets includes: Investments in associated companies |
0 | 0 | 0 | 6,400 | 6,400 |
| Non-current assets held for sale |
3,501 | 0 | 3,501 | 0 | 3,501 |
| Management Company business | |||||
|---|---|---|---|---|---|
| 2009 € ('000) |
CapMan Private Equity |
CapMan Real Estate |
Total | Fund Investment business |
Total |
| Turnover | 27,263 | 8,994 36,257 | 0 | 36,257 | |
| Operating profi t/loss | 3,128 | 547 | 3,675 | -3,569 | 106 |
| Profi t/loss for the fi nancial year |
3,197 | 544 | 3,741 | -3,603 | 138 |
| Assets | 17,528 | 1,272 18,800 | 93,289 112,089 | ||
| Total assets includes: | |||||
| Investments in associ ated companies |
1,962 | 0 | 1,962 | 4,585 | 6,547 |
There were no acquisitions in 2010.
CapMan Group acquired private equity house Norum in 2008. In the fi rst stage of the transaction, 51% of Norum Russia III fund's management company's and 100% of the fund's advisory company's share capital and voting rights were transferred to the ownership of CapMan Plc. The acquistion price decreased to MEUR 7.3 during the fi nancial year of 2009. CapMan Plc paid the additional purchase price of MEUR 0.3 to the sellers in cash and in CapMan Plc shares owned by the company. Furthermore CapMan Plc acquired the remaining 49% Norum shares in April 2009. The purchase price for the remaining shares was MEUR 3.6 of which CapMan Plc paid MEUR 1.8 in cash and approx. MEUR 1.8 through a directed issue to the sellers. Norum has been consolidated as a 100% subsidiary to CapMan since September 2008, due to a put-call option.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Sales of tangible assets | 65 | 91 |
| Sale of associated company | 22,729 | 0 |
| Other items | 169 | 46 |
| Total | 22,963 | 137 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Salaries and wages | 20'609 | 15,138 |
| Pension expenses – defi ned contribution plans | 3,000 | 2,498 |
| Share-based compensation expenses | 602 | 37 |
| Other personnel expenses | 1,030 | 791 |
| Total | 25,241 | 18,464 |
Employee benefi t expenses include costs for sabbatical. Remuneration of the management is presented in Table 32. Related party disclosures. The share based compensations recognized 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 Table 31. Share-based payments.
| Personnel | 2010 | 2009 |
|---|---|---|
| By country | ||
| Finland | 103 | 107 |
| Denmark | 3 | 3 |
| Sweden | 22 | 21 |
| Norway | 7 | 7 |
| Russia | 14 | 12 |
| Luxembourg | 1 | 0 |
| In total | 150 | 150 |
| By team | ||
| CapMan Private Equity | 64 | 61 |
| CapMan Real Estate | 43 | 42 |
| Investor Services | 22 | 23 |
| Internal Services | 21 | 24 |
| In total | 150 | 150 |
| Average number of people employed | 148 | 145 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Depreciation by asset type | ||
| Intangible assets | ||
| Other intangible assets | 645 | 652 |
| Total | 645 | 652 |
| Tangible assets | ||
| Machinery and equipment | 239 | 305 |
| Total | 239 | 305 |
| Total depreciation | 884 | 957 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Included in other operating expenses: | ||
| Other personnel expenses | 1,470 | 1,425 |
| Offi ce expenses | 2,998 | 2,646 |
| Travelling and entertainment | 1,293 | 1,118 |
| External services | 3,947 | 4,086 |
| Other operating expenses | 3,127 | 3,570 |
| Total | 12,835 | 12,845 |
| Audit fees | ||
| Audit fees | 228 | 249 |
| Tax advices | 0 | 5 |
| Other fees and services | 35 | 83 |
| Total | 263 | 337 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Investments at fair value through profi t and loss |
||
| Gains/losses of investments, realized | 687 | -758 |
| Fair value gains/losses of investments, unrealized |
2,020 | -2,564 |
| Total | 2,707 | -3,322 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Finance income | ||
| Interest income, loan receivables | 1,655 | 1,547 |
| Interest income, deposits | 267 | 369 |
| Exchange gains | 210 | 41 |
| Total | 2,132 | 1,957 |
| Finance costs | ||
| Interest expenses/loans | -772 | -988 |
| Interest and fi nance expenses, derivative instruments |
-494 | -899 |
| Other interest and fi nance expenses | -188 | -165 |
| Exchange losses | -118 | -91 |
| Total | -1,572 | -2,143 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Share of associated companies' result | 2,358 | 1,293 |
| Total | 2,358 | 1,293 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Current income tax | 2,713 | 926 |
| Taxes for previous years | -15 | 279 |
| Deferred taxes | 3,685 | -129 |
| Total | 6,383 | 1,076 |
| Income tax reconcilliation | 2010 | 2009 |
| Profi t before taxes | 23,939 | 1,214 |
| Tax calculated at the domestic corporation tax rate of 26% |
6,224 | 316 |
| Effect of different tax rates outside Finland | 373 | 95 |
| Tax exempt income | -211 | -218 |
| Non-deductible expenses | 51 | 28 |
| Impairment of goodwill | 998 | 182 |
| Effect of consolidation | 613 | 394 |
| Taxes for previous years | -15 | 279 |
| Adjustment in taxes of fund investment income |
-1,650 | 0 |
| Income taxes in the Group Income Statement | 6,383 | 1,076 |
Basic earnings per share is calculated by dividing the distributable retained profi t for the fi nancial 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.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Attributable to the equity holders | ||
| of the company, € ('000) | 17,328 | -210 |
| Interest expense on hybrid bond (net of tax) | -2,414 | -2,306 |
| Profi t/loss used determine diluted earnings | ||
| per share | 14,914 | -2,516 |
| Weighted average number of shares ('000) | 84,281 | 83,042 |
| Own shares ('000) | -26 | -26 |
| Weighted average number of shares ('000) | 84,255 | 83,016 |
| Effect of options ('000) | 0 | 4,020 |
| Weighted average number of shares | ||
| adjusted for the effectof dilution ('000) | 84,255 | 87,036 |
| Earnings per share (basic), cents | 17,7 | -3,0 |
| Earnings per share (diluted), cents | 17,7 | -3,0 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Machinery and equipment | ||
| Acquisition cost at 1 January | 1,818 | 1,737 |
| Additions | 61 | 244 |
| Disposals | -105 | -163 |
| Acquisition cost at 31 December | 1,774 | 1,818 |
| Accumulated depreciation at 1 January | -1,100 | -793 |
| Accumulated depreciation in changes | 47 | 60 |
| Depreciation for the fi nancial year | -239 | -365 |
| Translation difference | 0 | -2 |
| Accumulated depreciation at 31 December | -1,292 | -1,100 |
| Book value on 31 December | 482 | 718 |
| Other tangible assets | ||
| Acquisition cost at 1 January | 120 | 120 |
| Book value on 31 December | 120 | 120 |
| Tangible assets total | 602 | 838 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Acquisition cost at 1 January | 13,371 | 14,188 |
| Disposals | 0 | -817 |
| Acquisition cost at 31 December | 13,371 | 13,371 |
| Accumulated impairment at 1 January | -3,126 | -2,426 |
| Impairment | -3,839 | -700 |
| Accumulated impairment at 31 December | -6,965 | -3,126 |
| Book value on 31 December | 6,406 | 10,245 |
The majority of goodwill consists of CapMan's acquisition on 27 August 2008 of private equity house Norum, whose goodwill was MEUR 5.7 as at 31 December 2010.
The management of the Russian funds forms a cash generating unit. Cash fl ow projections have been prepared for ten years with no residual value consideration. The cash fl ow is based on a long term contract, whereby the cash fl ows for the current fund can be reasonably reliable estimated. The discount percentage used is 12.25%. There is no signifi cant country risk attached to these cash fl ows, as they relate to management fees received from international investors. The future carried interest potential from the existing fund is limited and therefore has not been considered.
The carrying amount of goodwill is generally sensitive to the success of fundraising. The goodwill may be impaired in 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 funds has entered into carry or it can be reliably be estimated to generate carried interest.
In the 2002 acquisition of Swedestart Management AB, CapMan acquired operations related to the management of certain funds as well as a skilled technology and life science investment team. In November 2010 it was announced that CapMan will reorganise its technology investment operations and not to establish any new, independent technology funds in future. Based on the impairment test as at 31 December 2010, the remaining goodwill amounting to MEUR 3.8 was written down, due to future cash fl ow estimates.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Acquisition cost at 1 January | 4,634 | 4,235 |
| Additions | 100 | 399 |
| Acquisition cost at 31 December | 4,734 | 4,634 |
| Accumulated depreciation at 1 January | -1,662 | -1,006 |
| Depreciation for the fi nancial year | -645 | -652 |
| Translation difference | -3 | -4 |
| Accumulated depreciation at 31 December | -2,310 | -1,662 |
| Book value on 31 December | 2,424 | 2,972 |
Other intangible assets include software MEUR 1.0 and the management fee agreement of MEUR 1.2 regarding the purchase of Norum.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Acquisition cost at 1 January | 6,547 | 1,575 |
| Share of the result | 1,644 | 940 |
| Additions/disposals | -2,505 | 3,681 |
| Fair value gains/losses on investments | 714 | 351 |
| Acquisition cost at 31 December | 6,400 | 6,547 |
The Group's share of the results of its principal associates and its aggregated assets, liabilities, turnover and result are as follows.
| 2010, € ('000) Associated companies: |
Assets Liabilities Turnover | Profi t/ loss |
Owner ship, % |
||
|---|---|---|---|---|---|
| BIF Management Ltd, Jersey | 78 | 4 | 325 | 3 | 33.33% |
| Baltic SME Management | |||||
| B.V., The Netherlands | 31 | 3 | 98 | -4 | 33.33% |
| Maneq 2002 AB, Sweden | 488 | 229 | 246 | 219 | 35.00% |
| Maneq 2004 AB, Sweden | 1,389 | 25 | 23 | 55 | 41.90% |
| Maneq 2005 AB, Sweden | 4,767 | 2,030 | 1,837 1,820 | 33.60% | |
| Maneq 2006 AB, Sweden | 8,799 | 7,731 | 0 | -14 | 33.60% |
| Maneq 2007 AB, Sweden | 3,990 | 7,487 | 0 | 73 | 37.40% |
| Maneq 2008 AB, Sweden | 13,777 | 11,938 | 0 | 381 | 33.80% |
| Maneq 2009 AB, Sweden | 3,144 | 2,097 | 0 | 98 | 34.40% |
| Maneq 2010 AB, Sweden | 1,957 | 1,193 | 0 | 44 | 32.20% |
| Yewtree Holding AB, Sweden | 611 | 250 | 0 | 144 | 35.00% |
| Total | 39,031 | 32,987 | 2,529 2,819 | ||
| 2009, € ('000) | Profi t/ | Owner | |||
| Associated companies: | Assets Liabilities Turnover | loss | ship, % | ||
| Access Capital Partners | |||||
| Group S.A., Belgium | 7,549 | 2,124 14,637 2,725 | 35.00% | ||
| BIF Management Ltd, Jersey | 75 | 4 | 364 | 4 | 33.33% |
| Baltic SME Management | |||||
| B.V., The Netherlands | 35 | 3 | 124 | 1 | 33.33% |
| Maneq 2002 AB, Sweden | 497 | 299 | 0 | 1 | 35.00% |
| Maneq 2004 AB, Sweden | 1,304 | 1 | 27 | 83 | 41.94% |
| Maneq 2005 AB, Sweden | 5,502 | 4,341 | 0 | -2 | 35.00% |
| Maneq 2006 AB, Sweden | 8,486 | 7,403 | 4 | -148 | 41.16% |
| Maneq 2007 AB, Sweden | 9,475 | 7,088 | 0 | -25 | 40.00% |
| Maneq 2008 AB, Sweden | 13,197 | 11,509 | 0 | 143 | 39.50% |
| Maneq 2009 AB, Sweden | 1,918 | 1,355 | 0 | 1 | 35.80% |
| Yewtree Holding AB, Sweden | 622 | 467 | 0 | -101 | 35.00% |
| Total | 48,660 | 34,594 15,156 2,682 |
Team members of CapMan investment teams and other personnel have the option to invest in portfolio companies alongside CapMan via Maneq funds. CapMan participates in these funds as one of the investors and as fi nance provider with market based conditions.
CapMan sold 30% of Access Capital Partners Group S.A. in November. CapMan continues to be an Access shareholder with a 5% stake.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Investments in funds | ||
| Investments in funds at 1 January | 59,421 | 53,147 |
| Additions | 11,822 | 13,038 |
| Disposals | -6,759 | -4,202 |
| Fair value gains/losses of investments | 2,020 | -2,562 |
| Investments in funds at 31 December | 66,504 | 59,421 |
The cumulative fair value losses of investments in funds is MEUR -5.3 (2009: MEUR -7.3).
| Investments in funds at fair value through profi t and loss at the end of period |
2010 | 2009 |
|---|---|---|
| Buyout | 36,933 | 34,233 |
| Technology | 5,278 | 3,616 |
| Life Science | 4,794 | 3,683 |
| Russia | 1,488 | 1,049 |
| Public Market | 3,610 | 3,422 |
| Mezzanine | 4,238 | 4,000 |
| Other | 235 | 364 |
| Real Estate | 5,302 | 4,296 |
| Access | 4,626 | 4,758 |
| Total | 66,504 | 59,421 |
| Other investments at 1 January | 585 | 828 |
|---|---|---|
| Additions/disposals | 34 | -243 |
| Other investments at 31 December | 619 | 585 |
Investments at fair value through profi t and loss include mainly CapMan's own investments in the funds. The valuation principles are presented in Note 1. Accounting principles.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Loan receivables from associated companies 1) | 23,126 | 22,598 |
| Other loan receivables 2) | 1,597 | 2,050 |
| Other receivables 3) | 55 | 656 |
| Total | 24,778 | 25,304 |
Receivables include mainly fi xed-interest loan receivables from the funds. Loan receivables from associated companies are presented in Table 32. Related party disclosures. Other loan receivables include receivables from Maneq 2002 Ky MEUR 0.7, Maneq 2004 Ky MEUR 0.4. Non-current receivables have a fair value equal to their book value.
| 1) Loan receivables from associated companies | 2010 | 2009 |
|---|---|---|
| Senior loans | 10,899 | 11,235 |
| Mezzanine loans | 12,137 | 11,013 |
| Other loans receivables | 90 | 350 |
| 23,126 | 22,598 | |
| 2) Other loan receivables | 2010 | 2009 |
| Mezzanine loans | 1,075 | 1,210 |
| Subordinated loan | 0 | 600 |
| Other loans receivables | 522 | 240 |
| 1,597 | 2,050 |
Senior loans, mezzanine loans and other loan receivables are interest-bearing. 3) Other long-term receivables are non-interest-bearing.
Changes in deferred taxes during 2010:
| Charged | ||||
|---|---|---|---|---|
| 31 Dec | to Income | Charged in | 31 Dec | |
| € ('000) | 2009 | Statement | equity | 2010 |
| Deferred tax assets | ||||
| Accrued differences | 3,111 | -1,653 | 329 | 1,787 |
| Fair value gains/losses of | ||||
| investments | 2,197 | -818 | 0 | 1,379 |
| Employee benefi ts | 87 | 40 | 0 | 127 |
| Interest expense on hybrid bond | 782 | 0 | 848 | 1,630 |
| Total | 6,177 | -2,431 | 1,177 | 4,923 |
| Deferred tax liabilities | ||||
| Accrued differences | 1,824 | 1,254 | 0 | 3,078 |
| Total | 1,824 | 1,254 | 0 | 3,078 |
Changes in deferred taxes during 2009:
| Charged | ||||
|---|---|---|---|---|
| 31 Dec | to Income | Charged in | 31 Dec | |
| € ('000) | 2008 | Statement | equity | 2009 |
| Deferred tax assets | ||||
| Accrued differences | 3,707 | -596 | 0 | 3,111 |
| Fair value gains/losses of | ||||
| investments | 0 | 2,197 | 0 | 2,197 |
| Employee benefi ts | 0 | 87 | 0 | 87 |
| Interest expense on hybrid bond | 0 | 0 | 782 | 782 |
| Total | 3,707 | 1,688 | 782 | 6,177 |
| Deferred tax liabilities | ||||
| Accrued differences | 1,897 | -54 | -19 | 1,824 |
| Fair value gains/losses of | ||||
| investments | -1,375 | 1,375 | 0 | 0 |
| Employee benefi ts | -238 | 238 | 0 | 0 |
| Total | 284 | 1,559 | -19 | 1,824 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Trade receivables | 523 | 1,043 |
| Receivables from associated companies |
765 | 779 |
| Loan receivables | 93 | 1,901 |
| Accrued income | 1,581 | 2,469 |
| Other receivables | 1,657 | 4,099 |
| Total | 4,619 | 10,291 |
The Group has had no bad debts. Accrued income includes mainly credit items and tax receivables. 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 | 3,256 | 71% | |
| NOK | 546 | 70 | 2% |
| SEK | 10,508 | 1,172 | 25% |
| DKK | 416 | 56 | 1% |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Other fi nancial assets at fair value | 980 | 1,673 |
| Total | 980 | 1,673 |
RUB 2,670 65 1%
Other fi nancial assets at fair value includes deposits MEUR 0.6 and shares in external investment fund companies MEUR 0.4.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Bank accounts | 34,049 | 17,978 |
| Total | 34,049 | 17,978 |
Cash and bank includes bank accounts.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Non-current assets held for sale at fair value | ||
| 5% share of Access Capital Partners Group S.A. 3,501 | 0 | |
| Total | 3,501 | 0 |
| Movements in the number of shares: ('000) |
Number of A shares |
Number of B shares |
Total |
|---|---|---|---|
| At 31 December 2008 | 6,000 | 75,323 | 81,323 |
| Share issue | 2,216 | 2,216 | |
| Shares subscribed with options | 607 | 607 | |
| Own shares purchased | 109 | 109 | |
| At 31 December 2009 | 6,000 | 78,255 | 84,255 |
| At 31 December 2010 | 6,000 | 78,255 | 84,255 |
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 ordinare shares is A 156,000,000 and B 156,000,000. All issued shares are fully paid.
| Share | ||||
|---|---|---|---|---|
| Share | premium | Other | ||
| € ('000) | capital | account | reserves | Total |
| At 31 December 2008 | 772 | 38,968 | 25,829 | 65,569 |
| Share issues | 1,795 | 1,795 | ||
| Share subscriptions with | ||||
| options | 723 | 723 | ||
| Hybrid bond | 9,000 | 9,000 | ||
| At 31 December 2009 | 772 | 38,968 | 37,347 | 77,087 |
| Options | 1,332 | 1,332 | ||
| At 31 December 2010 | 772 | 38,968 | 38,679 | 78,419 |
Other reserves include granted stock option subscription rights. The stock option programs are presented in Table 31. Share-based payments. The hybrid bond is included in other reserves under equity in the balance sheet.
The coupon rate for the bond is 11.25% p.a. The interest on the bond is payable semi-annually and has been deducted from equity.
The bond has no maturity but the company may call the bond on 18 December 2013.
The foreign currency translation reserve includes translation differences arising from currency conversion in the closing of the books for foreign units.
A dividend of EUR 0.04 per share, total MEUR 3.4, was paid for the year 2009. (No dividend was paid for the year 2008). The Board of Directors will propose to the Annual General Meeting to be held on 30 March 2011 that a dividend of EUR 0.12 per share, representing a total of MEUR 10.1, be paid for 2010.
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 2010 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 | 955 | 19.76% | 43,592 | 0.05% | 43,592 | 0.03% |
| 101–1 000 | 2,247 | 46.48% | 1,176,392 | 1.40% | 1,176,392 | 0.85% |
| 1 001–10 000 | 1,391 | 28.78% | 4,608,372 | 5.47% | 4,608,372 | 3.33% |
| 10 001–100 000 | 186 | 3.85% | 4,798,852 | 5.69% | 4,798,852 | 3.47% |
| 100 001– | 55 | 1.14% | 73,635,799 | 87.37% | 127,635,799 | 92.30% |
| Total | 4,834 | 100.00% | 84,263,007 | 99.98% | 138,263,007 | 99.99% |
| Nominee registered | 9 | 21,177,682 | 21,177,682 | |||
| On the book-entry register joint account | 18,759 | 0.02% | 18,759 | 0.01% | ||
| Total shares outstanding | 84,281,766 | 138,281,766 | ||||
| Sector | Number of holdings |
% | Number of shares |
% | Number of votes |
% |
| Corporations | 269 | 5.56% | 28,468,210 | 33.78% | 55,468,210 | 40.11% |
| Financial and insurance corporations | 18 | 0.37% | 25,937,146 | 30.77% | 25,937,146 | 18.76% |
| Public sector institutions | 4 | 0.08% | 4,786,281 | 5.68% | 4,786,281 | 3.46% |
| Households | 4,492 | 92.93% | 12,674,238 | 15.04% | 12,674,238 | 9.17% |
| Non-profi t organisations | 29 | 0.60% | 3,720,974 | 4.41% | 3,720,974 | 2.69% |
| European Union | 18 | 0.37% | 817,661 | 0.97% | 817,661 | 0.59% |
| Other countries and international organisations |
4 | 0.08% | 7,858,497 | 9.32% | 34,858,497 | 25.21% |
| Total | 4,834 | 100.00% | 84,263,007 | 99.98% | 138,263,007 | 99.99% |
| Nominee registered | 9 | 21,177,682 | 25.13% | 22,687,499 | 16.41% | |
| On the book-entry register joint account | 18,759 | 0.02% | 18,767 | 0.01% | ||
| Total shares outstanding | 84,281,766 | 100.00% | 138,281,766 | 100.00% |
Source: Finnish Central Securities Depository Ltd, as at 31 December 2010. Figures are based on the total number of shares 84,281,766 and total number of shareholders 4,834. There are 6,000,000 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. All A share shareholders are presented in the CapMan's largest shareholders as at 31 December 2010 table. CapMan Plc had 26,229 B shares as at 31 December 2010.
| Number of | Number of | Total number | Proportion | Number of | Proportion | |
|---|---|---|---|---|---|---|
| A shares | B shares | of shares | of shares, % | votes | of votes, % | |
| Aristo Invest Oy + Ari Tolppanen* | 1,220,200 | 7,418,720 | 8,638,920 | 10.25% | 19,620,720 | 14.19% |
| Aristo Invest Oy | 1,220,200 | 7,278,192 | 8,498,392 | 10.01% | 19,380,192 | 14.04% |
| Ari Tolppanen | 200,528 | 200,528 | 0.24% | 200,528 | 0.15% | |
| CapMan Partners B.V.** | 3,000,000 | 2,000,000 | 5,000,000 | 5.93% | 32,000,000 | 23.14% |
| Winsome Oy + Tuomo Raasio* | 680,663 | 3,080,873 | 3,761,536 | 4.46% | 9,887,503 | 7.15% |
| Winsome Oy | 680,663 | 3,027,129 | 3,707,792 | 4.40% | 9,833,759 | 7.11% |
| Tuomo Raasio | 53,744 | 53,744 | 0.06% | 53,744 | 0.04% | |
| Vesasco Oy | 3,375,158 | 3,375,158 | 4.00% | 3,375,158 | 2.44% | |
| Heiwes Oy + Heikki Westerlund* | 258,020 | 2,718,260 | 2,976,280 | 3.53% | 5,298,460 | 3.83% |
| Heiwes Oy | 258,020 | 2,440,584 | 2,698,604 | 3.20% | 5,020,784 | 3.63% |
| Heikki Westerlund Norum Russia Carry Limited (Hans Christian Dall Nygård, Knut J. Borch, Alberto Morandi*** |
277,676 2,808,284 |
277,676 2,808,284 |
0.33% 3.33% |
277,676 2,808,284 |
0.20% 2.03% |
|
| Geldegal Oy + Mom Invest Oy | ||||||
| (Olli Liitola***) | 796,564 | 1,982,520 | 2,779,084 | 3.30% | 9,948,160 | 7.19% |
| Geldegal Oy | 796,564 | 1,168,776 | 1,965,340 | 2.33% | 9,134,416 | 6.61% |
| Mom Invest Oy | 813,744 | 813,744 | 0.97% | 813,744 | 0.59% | |
| The State Pension Fund | 2,500,000 | 2,500,000 | 2.97% | 2,500,000 | 1.81% | |
| OP-Finland Small Firms Fund | 2,001,064 | 2,001,064 | 2.37% | 2,001,064 | 1.45% | |
| Åbo Akademi University Foundation | 2,000,000 | 2,000,000 | 2.37% | 2,000,000 | 1.45% | |
| Varma Mutual Pension Insurance Company |
1,737,673 | 1,737,673 | 2.06% | 1,737,673 | 1.26% | |
| Joensuun Kauppa ja Kone Oy | 1,596,700 | 1,596,700 | 1.89% | 1,596,700 | 1.15% | |
| Svenska litteratursällskapet i Finland r.f. | 1,050,000 | 1,050,000 | 1.25% | 1,050,000 | 0.76% | |
| Guarneri Oy + Petri Saavalainen* | 44,553 | 882,663 | 927,216 | 1.10% | 1,328,193 | 0.96% |
| Guarneri Oy | 44,553 | 567,775 | 612,328 | 0.73% | 1,013,305 | 0.73% |
| Petri Saavalainen | 314,888 | 314,888 | 0.37% | 314,888 | 0.23% | |
| Icecapital Pankkiiriliike Oy | 903,124 | 903,124 | 1.07% | 903,124 | 0.65% | |
| Sijoitusrahasto Taalerintehdas Arvo Markka Osake |
800,000 | 800,000 | 0.95% | 800,000 | 0.58% | |
| Jensen Leif | 699,469 | 699,469 | 0.83% | 699,469 | 0.51% | |
| Sijoitusrahasto EQ Suomiliiga/sijoitus | 676,664 | 676,664 | 0.80% | 676,664 | 0.49% | |
| Lapuan Osuuspankki | 665,818 | 665,818 | 0.79% | 665,818 | 0.48% | |
| Nordea Life Assurance Finland Ltd | 625,000 | 625,000 | 0.74% | 625,000 | 0.45% | |
| Total | 6,000,000 | 39,521,990 | 45,521,990 | 54.01% | 99,521,990 | 71.97% |
| Nominee registered | 21,177,682 | 21,177,682 | 21,145,302 | 15.29% | ||
| Shareholdings of management and employees**** |
6,000,000 | 23,113,183 | 29,113,183 | 34.54% | 83,113,183 | 60.10% |
Below is a list of fl agging notifi cations taht CapMan Plc has received in year 2010. An up-date information of all fl agging notifi cations can be found at www.capman.com.
Gimv NV's holdings exceeded 10% of CapMan Plc's shares and 5% of the voting rights as a result of a share transaction concluded on 10 December 2010.
* Employed by CapMan.
** The shareholding of CapMan Partners B.V. is equally divided among corporations under control by Senior Partners of 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) | 2010 | 2009 |
|---|---|---|
| Bank loans | 34,375 | 40,625 |
| Derivative instruments at fair value | 996 | 1,154 |
| Total | 35,371 | 41,779 |
The loan will mature twice a year. The last part MEUR 25, will mature in 22 July 2013. The interest is paid monthly.
| € ('000) | 2010 | 2010 | 2010 |
|---|---|---|---|
| Fair values | Positive fair value (balance sheet value) |
Negative fair value (balance sheet value) |
Net value |
| Unhedged items | 0 | -996 | -996 |
| € ('000) | 2009 | 2009 | 2009 |
| Fair values | Positive fair value (balance sheet value) |
Negative fair value (balance sheet value) |
Net value |
| Unhedged items | 0 | -1,154 | -1,154 |
The interest rate level of the Group's interest-bearing debts is hedged by interest rate options. They are recognised in the balance sheet at fair value on the closing date. The Group does not use derivative instruments for hedging purposes. Currency receivables and payables, their net position or subsidiaries' equity are not hedged.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Other liabilities | 1,331 | 1,137 |
| Total | 1,331 | 1,137 |
Other liabilities include the liability of the sabbatical MEUR 1.3.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Trade payables | 605 | 612 |
| Advance payments received | 100 | 0 |
| Accrued expenses | 15,366 | 9,965 |
| Other liabilities | 1,324 | 1,650 |
| Total | 17,395 | 12,227 |
The maturity of trade payables is normal terms of trade and they don't include any debts due. Accrued expenses include accrued salaries and the social benefi t expenses, and a clawback reserve of MEUR 6.4 for the carried interest. The claw back 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 claw back reserve is is quarterly reviewed by the management.
| Trade and other liabilities | Amount in foreign currency |
Amount in euros |
Proportion |
|---|---|---|---|
| EUR | 14,728 | 85% | |
| NOK | 4,691 | 601 | 3% |
| SEK | 16,026 | 1,787 | 10% |
| DKK | 2,079 | 279 | 2% |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Bank loans | 6,250 | 6,250 |
| Total | 6,250 | 6,250 |
As at 31 December 2010 the Group had a MEUR 10 committed revolving credit facility available. The facility was not utilised as at the year-end. The ending date for the facility is 30 September 2011.
| Loans and other | Fair value | Financial | Balance | Fair value |
|---|---|---|---|---|
| Amortised cost | Fair value | Amortised cost | ||
| 66,504 | ||||
| 23,126 | ||||
| 1,597 | 1,597 | 1,597 | ||
| 55 | ||||
| 4,619 | 4,619 | 4,619 | ||
| 980 | 980 | 980 | ||
| 34,049 | 34,049 | 34,049 | ||
| 63,446 | 67,484 | 0 | 130,930 | 130,930 |
| 35,371 | 35,371 | 35,371 | ||
| 1,331 | 1,331 | 1,331 | ||
| 17,395 | 17,395 | 17,395 | ||
| 6,250 | 6,250 | 6,250 | ||
| 0 | 0 | 60,347 | 60,347 | 60,347 |
| recivables 23,126 55 |
through P/L 66,504 |
liabilities | sheet value 66,504 23,126 55 |
| € ('000) | Loans and other recivables |
Fair value through P/L |
Financial liabilities |
Balance sheet value |
Fair value |
|---|---|---|---|---|---|
| Valuation principles | Amortised cost | Fair value | Amortised cost | ||
| Non-current assets | |||||
| Other investments | |||||
| Investments available-for-sale | 59,421 | 59,421 | 59,421 | ||
| Receivables | |||||
| Interest-bearing loan receivables from associated companies |
22,598 | 22,598 | 22,598 | ||
| Interest-bearing other loan receivables | 2,050 | 2,050 | 2,050 | ||
| Trade and other receivables | 656 | 656 | 656 | ||
| Current assets | |||||
| Trade and other receivables | 10,291 | 10,291 | 10,291 | ||
| Other fi nancial assets at fair value | 1,673 | 1,673 | 1,673 | ||
| Cash and bank | 17,978 | 17,978 | 17,978 | ||
| Total | 53,573 | 61,094 | 0 | 114,667 | 114,667 |
| Non-current interest-bearing loans | |||||
| Interest-bearing loans | 41,779 | 41,779 | 41,779 | ||
| Other liabilities | 1,137 | 1,137 | 1,137 | ||
| Current liabilities | |||||
| Trade and other liabilities | 12,227 | 12,227 | 12,227 | ||
| Interest-bearing loans and borrowings | 6,250 | 6,250 | 6,250 | ||
| Total | 0 | 0 | 61,393 | 61,393 | 61,393 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Leasing agreements | ||
| Operating lease commitments | ||
| Within one year | 377 | 347 |
| After one but not more than fi ve years | 251 | 415 |
| Total | 628 | 762 |
| Other hire purchase commitments | ||
| Within one year | 2,126 | 2,070 |
| After one but not more than fi ve years | 5,629 | 5,997 |
| Beyond fi ve years | 808 | 2,098 |
| Total | 8,563 | 10,165 |
The Group has leased the offi ces. The rental agreements are for 1 to 15 years. Index, renewal and other terms of the agreements differ from each other.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Contingencies for own commitment | ||
| Mortgage bonds | 60,000 | 60,000 |
| Pledges | 5,747 | 0 |
| Pledged deposit for own commitment | 12 | 15 |
| Loan commitments to Maneq funds | 6,033 | 5,146 |
| Other contingent liabilities | 2,101 | 3,004 |
| Equity funds | ||
|---|---|---|
| CapMan Equity VII | 440 | 896 |
| CapMan Buyout VIII | 7,269 | 8,435 |
| CapMan Life Science IV | 2,265 | 4,140 |
| CapMan Technology 2007 Fund | 3,707 | 4,393 |
| CapMan Public Market Fund | 1,443 | 2,669 |
| CapMan Russia Fund | 3,225 | 4,067 |
| CapMan Buyout IX | 8,438 | 12,081 |
| Other | 1,205 | 1,178 |
| 27,992 | 37,859 | |
| Mezzanine funds | ||
| CapMan Mezzanine IV L.P. | 754 | 754 |
| CapMan Mezzanine IV Classic Ky | 113 | 113 |
| CapMan Mezzanine V L.P. | 4,164 | 0 |
| Other | 38 | 43 |
| 5,069 | 910 | |
| Fund of funds | ||
| Access Capital LP II | 1,625 | 1,825 |
| Other | 398 | 448 |
| 2,023 | 2,273 | |
| Real estate funds | ||
| CapMan Real Estate I Ky | 115 | 115 |
| CapMan RE II Ky | 721 | 908 |
| CapMan RE Hotels Ky | 349 | 559 |
| CapMan Yrjönkatu 17 Ky | 30 | 0 |
| 1,215 | 1,582 | |
| Remaining commitments to funds | 36,299 | 42,624 |
CapMan, like other investors in the funds, gives commitments to the funds when they are established. The main part of the commitments become due during the fi rst fi ve years of each fund's life time.
CapMan Plc had one stock option program at the end of 2010. The Company has a weighty fi nansial 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. Stock options granted after 7 November 2002 and not vesting before 1 January 2005 are entered in the fi nancial statements in accordance with IFRS 2 Share-based Payment. 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 2008A | Stock option 2008B | ||
| Stock options, number Entitlement to subscribe for |
2,135,000 | 2,135,000 | |
| B shares | 2,135,000 | 2,135,000 | |
| Share subscription period begins |
1.5.2011 | 1.5.2012 | |
| Share subscription period ends |
31.12.2012 | 31.12.2013 | |
| Share subscription price | Trade volume weighted average price of the B share on the OMX Nordic Exchange Helsinki 1.5.-30.6.2008 with an addition of ten (10) per cent i.e. €2.69. |
Trade volume weighted average price of the B share on the OMX Nordic Exchange Helsinki 1.5.-30.6.2009 with an addition of ten (10) per cent i.e. €1.12. |
|
| Number of shares subscribed with stock options as at 31 December 2010 |
- | - | |
| Stock option program 2008 | |||
| Information applied in the Black&Scholes model |
Stock option 2008A | Stock option 2008B |
Expected volatility 20.00% 20.00% Risk-free interest 2.75% 2.75%
| Shares 31 Dec 2010 | Stock options 31 Dec 2010 | |||||||
|---|---|---|---|---|---|---|---|---|
| of shares % |
of votes % |
of shares % |
of votes % |
|||||
| Number | Distributed stock options 31.12.2010 |
of shares % |
of votes % |
if all distributed stock options will be exercised |
if all stock options of option programs will be exercised |
|||
| A shares | 6,000,000 | 7.1% | 43.4% | |||||
| B shares | 78,281,766 | 92.9% | 56.6% | |||||
| 2008A options | 2,135,000 | 2,018,500 | 2.4% | 1.5% | 2.5% | 1.5% | ||
| 2008B options | 2,135,000 | 1,820,000 | 2.2% | 1.3% | 2.5% | 1.5% |
| Subsidiaries | Group ownership of shares, % | Parent company ownership of shares, % |
|---|---|---|
| CapMan Capital Management Oy, Finland | 100% | 100% |
| Finnmezzanine Oy, Finland | 100% | |
| EastMan Advisors Oy, Finland | 100% | |
| ScanEast Managing Partner Ltd., Guernsey | 70% | |
| CapMan Invest A/S, Denmark | 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 | 80% | 80% |
| Dividum Oy, Finland | 80% | 80% |
| Realprojekti Oy, Finland | 80% | 80% |
| CapMan RE II GP Oy, Finland | 80% | 80% |
| 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 | 80% | 80% |
| CapMan Public Market Manager S.A., Luxembourg | 90% | 90% |
| CapMan Private Equity Advisors Ltd, Cyprus | 100% | 100% |
| CapMan (Guernsey) Russia GP Ltd, Guernsey | 100% | 100% |
| CapMan (Guernsey) Investment Limited, Guernsey | 100% | 100% |
| CapMan Germany GmbH, Germany | 100% | 100% |
| CapMan (Guernsey) Buyout IX GP Limited, Guernsey | 100% | 100% |
| CapMan Fund Investment SICAV-SIF, Luxembourg | 99.8% | 99.8% |
| CapMan Mezzanine V Manager S.A., Luxembourg | 100% | 100% |
| CapMan PSH GP Oy, Finland | 80% | 80% |
| Associated companies | Group ownership of shares, % | Parent company ownership of shares, % | |
|---|---|---|---|
| BIF Management Ltd, Jersey | 33.33% | 33.33% | |
| Baltic SME Management B.V., The Netherlands | 33.33% | 33.33% | |
| Maneq 2002 AB, Sweden | 35.00% | 35.00% | |
| Maneq 2004 AB, Sweden | 41.90% | 41.90% | |
| Maneq 2005 AB, Sweden | 33.60% | 33.60% | |
| Maneq 2006 AB, Sweden | 33.60% | 33.60% | |
| Maneq 2007 AB, Sweden | 37.40% | 37.40% | |
| Maneq 2008 AB, Sweden | 33.80% | 33.80% | |
| Maneq 2009 AB, Sweden | 34.40% | 34.40% | |
| Maneq 2010 AB, Sweden | 32.20% | 32.20% | |
| Yewtree Holding AB, Sweden | 35.00% | 35.00% |
| Services sold to related parties in 2010, M€ | 2010 | 2009 |
|---|---|---|
| Access Capital Partners Group S.A. | 0.4 | 0.5 |
| Loan receivables from related parties as at 31 December 2010, M€ |
Non-current loan receivable 2010 |
Non-current loan receivable 2009 |
|---|---|---|
| Maneq 2002 AB | 0.2 | 0.3 |
| Maneq 2005 AB | 1.8 | 2.3 |
| Maneq 2006 AB | 5.5 | 5.2 |
| Maneq 2007 AB | 5.3 | 4.9 |
| Maneq 2008 AB | 7.5 | 8.2 |
| Maneq 2009 AB | 1.5 | 1.3 |
| Maneq 2010 AB | 1.2 | 0.0 |
| Yewtree Holding AB | 0.1 | 0.3 |
| € ('000) | 2010 | 2009 |
|---|---|---|
| Salaries and other short-term employee benefi ts | 2,081 | 2,816 |
| Salaries and fees | ||
| CEO | 351 | 324 |
| Deputy CEO | 749 | 186 |
| Members of the Board | 240 | 174 |
The CEO and Management Group members are covered by additional payment-based pension insurance. The retirement age is set at 60 years of age. In 2010 the Management Group members were granted in total 1,847,000 2008 stock options. The stock options granted to the Management Group are subject to the same terms as for stock options granted to employees. Stock option programs are described in Table 31. Share-based payments.
The purpose of fi nancial risk management is to ensure that the Group has adequate and effectively utilised fi nancing 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-effi ciency. The fi nancial risk management has been centralised and the Group's CFO is responsible for fi nancial risk management and control.
The policy of the management is to constantly monitor cash fl ow 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 covenant assessments. The loan covenants are related to equity ratio and net debt / fund investments ratio. During the fi nancial year all the covenants have been fullfi lled.
The Group has a Monitoring team, which monitors the performance and the price risk of the investment portfolio (fi nancial assets entered at fair value through profi t 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 Group CEO, CFO and Heads of investment teams.
The Group's cash fl ow is a mix of predictable cash fl ow from management fees received and highly 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 signifi cant impact on cash fl ows of the Group. A single investment or exit may change the cash fl ow situation completely and the exact timing of the cash fl ow is diffi cult to predict.
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 2010 the undrawn commitments to the funds amount to MEUR 36.3 (MEUR 42.6) and the fi nancing capacity available (cash and third party fi nancing facilities) amount to MEUR 44.1 (MEUR 29.6).
The Group has the following fi nancing arrangements:MEUR 10 short-term loan facility, drawdowns available until October 2011 and not utilised at 31 December 2010. The remaining senior loan in the balance sheet MEUR 50 is fully drawn down, maturity in 2013. Hybrid bond, no maturity date, call option in 2013 (MEUR 29 drawn at 31 December 2010).
| 31 December 2010, € ('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 fi nancial liabilities | ||||
| Interest-bearing loans and borrowings | 35,371 | |||
| Current fi nancial liabilities | ||||
| Accounts payable | 605 | |||
| Interest-bearing loans and borrowings | 6,250 | |||
| Accrued interests | 21 | |||
| 31 December 2009, € ('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 fi nancial liabilities | ||||
| Interest-bearing loans and borrowings | 41,779 | |||
| Current fi nancial liabilities | ||||
| Accounts payable | 612 | |||
| Interest-bearing loans and borrowings | 3,125 | 3,125 | ||
| Accrued interests | 41 |
The Group's exposure to interest rate risk arises principally from long-term liabilities. The Group manages cash fl ow-related interest rate risk by using partly fl oating interest and fl oating to fi xed interest rate swaps. The objective is that at least half of the interest rate risk is restored to fi xed with regard to the loan maturity date.
The interest rate for the hybrid bond is fi xed to 11.25%.
Long-term loan receivables from Maneq funds are fi xed to fi ve-year interest rate periods.
| € ('000) | 2010 | 2009 |
|---|---|---|
| Floating rate | 16,375 | 27,875 |
| Floor and ceiling contracts | 3,000 | 4,000 |
| Fixed rate | 15,000 | 15,000 |
| Total | 34,375 | 46,875 |
| 121 | ||
|---|---|---|
| in interest rates | ||
| 1 %-Change | -1 %-Change | 2 %-Change |
| The effect on profi t after tax | ||
| in interest rates | in interest rates |
Excluding the change in fair value of derivative instruments.
The Group's exposure to credit risk is limited mainly to loan receivables from Maneq funds. Maneq funds make investments in portfolio companies alongside CapMan funds. CapMan typically has a 35–40% stake in these companies and it fi nances them with senior and mezzanine loans.
The analysis of possible credit provisions and impairment of loan receivables takes into account that fund solvency observes the J-curve pattern, which is common for private equity funds. The fair value of funds typically falls below acquisition cost in the early investment phase until the fi rst realisations are made. For this reason a more reliable assessment of credit risk may be performed approximately four years after the initial investment date, as repayment solvency is endangered only if the average exit multiple within the investment portfolio equals less than one. CapMan has a historical exit multiple of approximately 3x. In addition the assessment of credit risk incorporates the portfolio companies' expected realisation returns, which are often greater than fair value at that time.
| 2010 € ('000) |
CapMan's receivables total |
Receivables total (incl. write-downs) |
Capital account at fair value (excl. external debts) |
|---|---|---|---|
| Funds where fair value < receivables | 17,842 | 17,842 | 10,772 |
| Funds where fair value > receivables | 11,796 | 11,796 | 18,638 |
| 29,638 | 29,638 | 29,410 | |
| Other loan receivables | 522 | 522 | n/a |
| Total | 30,160 | 30,160 |
| 2009 € ('000) |
CapMan's receivables total |
Receivables total (incl. write-downs) |
Capital account at fair value (excl. external debts) |
|---|---|---|---|
| Funds where fair value < receivables | 17,886 | 17,886 | 12,890 |
| Funds where fair value > receivables | 11,722 | 11,722 | 16,057 |
| 29,608 | 29,608 | 28,947 | |
| Other loan receivables | 841 | 841 | n/a |
| Total | 30,449 | 30,449 |
The funds with fair value smaller than the loan receivables are primarly 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 (Sweden, Denmark and Norway). 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 signifi cant currency risks, because Group companies operate in their primary domestic markets.
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 signifi cant changes in fair values depending on the leverage ratio of the investee company.
| 2010 Impact on result before taxes, M€ |
2009 Impact on result before taxes, M€ |
|||
|---|---|---|---|---|
| Change -10% | Change +10% | Change -10% | Change +10% | |
| Average profi tability of portfolio companies in the 2009 fi nancial year |
-0.29 | 0.29 | -0.63 | 1.21 |
| Average peer group multiples | -6.00 | 6.03 | -4.60 | 5.50 |
| EUR/SEK FX rate | -0.10 | 0.00 | 0.25 | -0.20 |
| EUR/NOK FX rate | 0.13 | -0.03 | -0.47 | 0.39 |
| EUR/DKK FX rate | 0.00 | 0.00 | 0.07 | -0.06 |
| Total | -6.26 | 6.30 | -5.39 | 6.84 |
| € ('000) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Investments at fair value through profi t and loss |
||||
| Investments in funds | 3,609 | 62,895 | 66,504 |
The fund investments in level 3 include mainly the investments in the unlisted companies, and those have no quoted market values.
There were no signifi cant events after the close of the review period.
| € | Note | 1 Jan–31 Dec 2010 |
1 Jan–31Dec 2009 |
|---|---|---|---|
| Turnover | 1 | 1,750,172.20 | 1,572,171.82 |
| Other operating income | 2 | 22,566,747.24 | 20,739.42 |
| Employee benefi t expenses | 3 | -6,138,149.99 | -5,366,263.06 |
| Depreciation | 4 | -610,073.75 | -655,045.64 |
| Other operating expenses | 5 | -10,320,045.16 | -5,861,133.22 |
| Operating profi t/loss | 7,248,650.54 | -10,289,530.68 | |
| Finance income and costs | 6 | 1,104,164.01 | 1,309,096.81 |
| Profi t/loss before extraordinary items |
8,352,814.55 | -8,980,433.87 | |
| Extraordinary items | 7 | 5,200,000.00 | 5,500,000.00 |
| Profi t/loss before taxes | 13,552,814.55 | -3,480,433.87 | |
| Income taxes | 8 | -3,228,639.97 | -126,533.79 |
| Profi t/loss for the fi nancial year | 10,324,174.58 | -3,606,967.66 |
| € | Note | 31 Dec 2010 | 31 Dec 2009 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 9 | 1,209,820.08 | 1,587,131.36 |
| Tangible assets | 10 | 410,978.89 | 574,032.52 |
| Investments | 11 | ||
| Shares in subsidiaries | 61,584,456.22 | 24,514,554.30 | |
| Investments in associated | |||
| companies | 5,573,568.33 | 5,616,915.06 | |
| Other investments | 3,561,258.26 | 49,159,492.06 | |
| Investments total | 70,719,282.81 | 79,290,961.42 | |
| Total non-current assets | 72,340,081.78 | 81,452,125.30 | |
| Current assets | |||
| Long-term receivables | 12 | 29,010,963.65 | 28,265,062.00 |
| Deferred tax receivables | 13 | 470,448.33 | 2,119,968.67 |
| Short-term receivables | 14 | 15,712,608.06 | 10,489,225.63 |
| Marketable securities | 41,009.97 | 40,707.99 | |
| Cash and bank | 21,767,486.75 | 11,672,724.45 | |
| Total current assets | 67,002,516.76 | 52,587,688.74 | |
| Total assets | 139,342,598.54 134,039,814.04 | ||
| SHAREHOLDERS' EQUITY AND LIABILITIES |
|||
| Shareholders' equity | 15 | ||
| Share capital | 771,586.98 | 771,586.98 | |
| Share premium account | 38,968,186.24 | 38,968,186.24 | |
| Invested unrestricted share holders' equity |
6,999,744.89 | 6,999,744.89 | |
| Retained earnings | 125,222.64 | 7,102,408.98 | |
| Profi t/loss for the fi nancial year | 10,324,175.58 | -3,606,967.66 | |
| Total equity | 57,188,916.33 | 50,234,959.43 | |
| Liabilities | |||
| Non-current liabilities | 16 | 64,442,268.00 | 70,926,377.00 |
| Current liabilities | 17 | 17,711,414.21 | 12,878,477.61 |
| Total liabilities | 82,153,682.21 | 83,804,854.61 | |
| Total shareholders' equity and liabilities |
139,342,598.54 134,039,814.04 |
| 1 Jan–31 Dec | 1 Jan–31Dec | |
|---|---|---|
| € | 2010 | 2009 |
| Cash fl ow from operations | ||
| Profi t/loss before extraordinary items | 8,352,816 -1,104,164 |
-8,980,434 |
| Finance income and costs | -1,309,097 | |
| Adjustments to operating profi t/loss | -15,221,869 | 655,046 |
| Change in net working capital | ||
| Change in current non-interest bearing receivables |
-650,873 | 16,456,207 |
| Change in current trade payables | ||
| and other non-interest-bearing | ||
| liabilities | 4,125,960 | -15,213,839 |
| Interest paid | -4,781,961 | -5,496,333 |
| Interest received | 996,096 | 1,417,617 |
| Dividends received | 5,639,752 | 3,336,665 |
| Taxes paid | -243,026 | 494,227 |
| Cash fl ow from operations | -2,887,269 | -8,639,941 |
| Cash fl ow from investments | ||
| Investments in tangible and | ||
| Intangible assets | -69,709 | -418,272 |
| Investments in other placements | -4,390,276 | -10,651,519 |
| Long-term loan receivables granted | -2,775,555 | -3,949,052 |
| Repayment of long-term loans | 3,618,883 | 0 |
| Proceed from sale of associated | ||
| company | 21,000,000 | 0 |
| Cash fl ow from investments | 17,383,343 | -15,018,843 |
| Cash fl ow from fi nancing activities | ||
| Share issue | 0 | 772,093 |
| Short-term loan receivables granted | -2,464,500 | -26,644,000 |
| Repayment of short-term loans | 3,153,707 | 26,549,532 |
| Long-term loan receivables granted | -670,000 | -767,000 |
| Repayment of long-term loans | 0 | 520,000 |
| Issued hybrid bond | 0 | 9,000,000 |
| Proceeds from borrowings | 0 | 4,000,000 |
| Repayment of loans from fi nancial | ||
| institutions | -6,250,000 | -3,125,000 |
| Dividends paid | -3,370,219 | 0 |
| Other fi nancial assets at fair value | -302 | -1,029 |
| Group contributions received | 5,200,000 | 5,500,000 |
| Cash fl ow from fi nancing activities | -4,401,314 | 15,804,596 |
| Change in cash and cash equivalents | 10,094,760 | -7,854,188 |
| Cash and cash equivalents | ||
| at start of year | 11,672,727 | 19,526,915 |
| Cash and cash equivalents | ||
| at end of year | 21,767,487 | 11,672,727 |
| € | 2010 | 2009 |
|---|---|---|
| Finland | 1,003.076 | 828,582 |
| Foreign | 747,096 | 743,590 |
| Total | 1,750.172 | 1,572.172 |
| € | 2010 | 2009 |
|---|---|---|
| Gains from sale of tangible assets | 9,506 | 20,740 |
| Gains from sale of associated company |
20,870.667 | 0 |
| Other | 1,686.574 | 0 |
| Total | 22,566.747 | 20,740 |
| € | 2010 | 2009 |
|---|---|---|
| Salaries and wages | 5,151.224 | 4,417.153 |
| Pension expenses | 687.160 | 713,459 |
| Other personnel expenses | 299,765 | 235,651 |
| Total | 6,138.149 | 5,366.263 |
| Management remuneration | ||
|---|---|---|
| Salaries and other remuneration of the CEO and Deputy CEO |
1,103.241 | 373,336 |
| Board members | 239,500 | 174,000 |
| Average number of employees | 40 | 42 |
| € | 2010 | 2009 |
|---|---|---|
| Depreciation by asset type | ||
| Intangible rights | 128,371 | 128,742 |
| Other long-term expenditure | 346,663 | 314,786 |
| Machinery and equipment | 135,040 | 211,518 |
| Total | 610,074 | 655,046 |
| € | 2010 | 2009 |
|---|---|---|
| Other personnel expenses | 400,566 | 368,861 |
| Offi ce expenses | 529,837 | 491,651 |
| Traveling and entertainment | 544,902 | 229,752 |
| External services | 1,710,604 | 1,401,088 |
| Other operating expenses | 7,134,137 | 3,369,781 |
| Total | 10,320,046 | 5,861,133 |
| Audit fees | ||
| PricewaterhouseCoopers Oy | ||
| Audit fees | 26,800 | 122,198 |
| Tax advices | 3,100 | 5,420 |
| Other fees and services | 30,212 | 83,371 |
| Total | 60,112 | 210,989 |
| € | 2010 | 2009 |
|---|---|---|
| Dividend income | ||
| Group companies | 3,149,725 | 4,146,670 |
| Associated companies | 840,027 | 839,995 |
| Total | 3,989,752 | 4,986,665 |
| Other interest and fi nance income | ||
| Group companies | 98,131 | 143,539 |
| Others | 1,722,072 | 2,073,923 |
| Total | 1,820,203 | 2,217,462 |
| Interest and other fi nance costs | ||
| Group companies | 0 | -35,034 |
| Others | -4,705,791 | -5,859,996 |
| Total | -4,705,791 | -5,895,030 |
| Finance income and costs total | 1,104,164 | 1,309,097 |
| 7. Extraordinary items | ||
| € | 2010 | 2009 |
| Extraordinary income | ||
| Group contributions received | 5,200,000 | 5,500,000 |
| 8. Income taxes | ||
| € | 2010 | 2009 |
| Income taxes | -1,579,120 | -282,773 |
| Deferred taxes | -1,649,520 | 156,239 |
| Total | -3,228,640 | -126,534 |
| 9. Intangible assets | ||
| € | 2010 | 2009 |
| Intangible rights | ||
| Acquisition cost at 1 January | 623,188 | 507,824 |
| Additions | 0 | 115,364 |
| Acquisition cost at 31 December | 623,188 | 623,188 |
| Accumulated depreciation at | ||
| 1 January | -214,276 | -85,534 |
| Depreciation for fi nancial year | -128,371 | -128,742 |
| Accumulated depreciation at | ||
| 31 December | -342,647 | -214,276 |
| Book value on 31 December | 280,541 | 408,912 |
| Other long-term expenditure | ||
| Acquisition cost at 1 January | 1,963,482 | 1,700,837 |
| Additions | 97,722 | 262,645 |
| Acquisition cost at 31 December | 2,061,204 | 1,963,482 |
| Accumulated depreciation at | ||
| 1 January | -785,262 | -470,477 |
| Depreciation for fi nancial year | -346,663 | -314,786 |
| Accumulated depreciation at | ||
| 31 December | -1,131,925 | -785,263 |
| Book value on 31 December | 929,279 | 1,178,219 |
| Intangible rights total | 1,209,820 | 1,587,131 |
| € | 2010 | 2009 |
|---|---|---|
| Machinery and equipment | ||
| Acquisition cost at 1 January | 962,081 | 1,122,964 |
| Additions | 26,762 | 40,263 |
| Disposals | -90,872 | -201,146 |
| Acquisition cost at 31 December | 897,971 | 962,081 |
| Accumulated depreciation at | ||
| 1 January | -507,726 | -296,208 |
| Accumulated depreciation in changes | 36,097 | 0 |
| Depreciation for fi nancial year | -135,040 | -211,518 |
| Accumulated depreciation at 31 December |
-606,669 | -507,726 |
| Book value on 31 December | 291,302 | 454,355 |
| Other tangible assets | ||
| Acquisition cost at 1 January | 119,677 | 119,677 |
| Book value on 31 December | 119,677 | 119,677 |
| Tangible assets total | 410,979 | 574,032 |
| 11. Investments | ||
| € | 2010 | 2009 |
| Shares in subsidiaries | ||
| Acquisition cost at 1 January | 24,514,554 | 14,886,038 |
| Additions | 40,869,902 | 13,246,139 |
| Disposals | -3,800,000 | -3,617,623 |
| Acquisition cost at 31 December | 61,584,456 | 24,514,554 |
| Shares in associated companies | ||
| Acquisition cost at 1 January | 5,616,915 | 336,775 |
| Additions | 423,613 | 5,382,893 |
| Disposals | -466,960 | -102,753 |
| Acquisition cost at 31 December | 5,573,568 | 5,616,915 |
| Shares, other | ||
| Acquisition cost at 1 January | 49,159,492 | 49,519,090 |
| Additions | 21,669,705 | 9,840,312 |
| Disposals | -67,267,939 | -10,199,910 |
| Acquisition cost at 31 December | 3,561,258 | 49,159,492 |
| Investments total | 70,719,282 | 79,290,961 |
The subsidiaries and the associated companies are presented in the Notes to the Consolidated Financial Statements, Table 32. Related party disclosures.
| € | 2010 | 2009 |
|---|---|---|
| Receivables from Group companies | ||
| Loan receivables | 4,287,000 | 3,617,000 |
| Receivables from associated | ||
| companies | ||
| Loan receivables | 23,126,469 | 22,597,761 |
| Other loan receivables | 1,597,495 | 2,050,301 |
| Long-term receivables total | 29,010,964 | 28,265,062 |
| 13. Deferred tax assets | ||
| € | 2010 | 2009 |
| Accrued differences | 470,448 | 2,119,969 |
| Deferred tax assets total | 470,448 | 2,119,969 |
| 14. Short-term receivables | ||
| € | 2010 | 2009 |
| Accounts receivable | 232,697 | 9,353 |
| Receivables from Group companies | ||
| Accounts receivable | 28,604 | 156,122 |
| Loan receivables | 515,000 | 1,020,507 |
| Other receivables | 13,499,371 | 4,778,498 |
| Total | 14,042,975 | 5,955,127 |
| Receivables from associated companies |
||
| Accounts receivable | 0 | 2,305 |
| Accrued income | 765,226 | 776,279 |
| Total | 765,226 | 778,584 |
| Loan receivables | 7,451 | 1,779,101 |
| Other receivables | 199,277 | 708,122 |
| Accrued income | 464,982 | 1,258,939 |
| Short-term receivables total | 15,712,608 | 10,489,226 |
| € | 2010 | 2009 |
|---|---|---|
| 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 | 6,999,745 | 4,482,255 |
| Share issue | 0 | 1,795,398 |
| Share subscriptions with options | 0 | 722,092 |
| Invested unrestricted shareholders' equity at 31 December |
6,999,745 | 6,999,745 |
| Retained earnings at 1 January | 3,495,441 | 7,102,409 |
| Dividend payment | -3,370,219 | 0 |
| Retained earnings at 31 December | 125,222 | 7,102,409 |
| Profi t for the fi nancial year | 10,324,176 | -3,606,968 |
| Shareholders' equity, total | 57,188,916 | 50,234,959 |
| Calculation of distributable assets | ||
| Retained earnings | 125,223 | 7,102,409 |
| Profi t for the fi nancial year | 10,324,176 | -3,606,968 |
| Invested unrestricted shareholders' | ||
| equity | 6,999,745 | 6,999,745 |
| Number of shares | 2010 | 2009 |
|---|---|---|
| Series A share (10 votes/share) | 6,000,000 | 6,000,000 |
| Series B share (1 vote/share) | 78,281,766 | 78,281,766 |
Total 17,449,144 10,495,186
| € | 2010 | 2009 |
|---|---|---|
| Hybrid bond | 29,000,000 | 29,000,000 |
| Bank loans | 35,371,422 | 41,779,479 |
| Other liabilities | 70,846 | 146,898 |
| Non-current liabilities total | 64,442,268 | 70,926,377 |
| € | 2010 | 2009 |
|---|---|---|
| Accounts payable | 364,321 | 333,092 |
| Liabilities to Group companies | ||
| Accounts payable | 0 | 5,376 |
| Other liabilities | 7,305,000 | 4,555,000 |
| Total | 7,305,000 | 4,560,376 |
| Bank loans | 6,250,000 | 6,250,000 |
| Other liabilities | 135,959 | 94,685 |
| Accrued expenses | 3,656,134 | 1,640,325 |
| Current liabilities total | 17,711,414 | 12,878,478 |
| € | 2010 | 2009 |
|---|---|---|
| Leasing agreements | ||
| Operating lease commitments | ||
| Within one year | 343,827 | 295,496 |
| After one but not more than fi ve years | 247,429 | 366,457 |
| Total | 591,256 | 661,953 |
| Other hire purchase commitments | ||
| Within one year | 1,264,954 | 1,243,564 |
| After one but not more than fi ve years | 4,512,384 | 4,474,233 |
| Beyond fi ve years | 88,824 | 1,151,787 |
| Total | 5,866,162 | 6,869,584 |
| Securities and other contingent liabilities |
||
| Contingencies for own commitment | ||
| Mortgage bonds | 60,000,000 | 60,000,000 |
| Pledges | 6,414,227 | 0 |
| Loan commitments to Maneq funds | 6,032,586 | 5,145,772 |
| Other contingent liabilities | 2,100,779 | 3,003,960 |
| Remaining commitments to funds | ||
| Equity funds | ||
| CapMan Equity VII | 0 | 835,053 |
| CapMan Buyout VIII | 0 | 7,447,867 |
| CapMan Life Science IV | 0 | 4,139,565 |
| Swedestart Tech KB | 656,916 | 617,332 |
| Other | 503,930 | 511,672 |
| 1,160,846 | 13,551,489 | |
| Mezzanine funds | ||
| CapMan Mezzanine IV L,P, | 0 | 754,000 |
| CapMan Mezzanine IV Classic Ky | 0 | 113,185 |
| Mezzanine funds | ||
|---|---|---|
| CapMan Mezzanine IV L,P, | 0 | 754,000 |
| CapMan Mezzanine IV Classic Ky | 0 | 113,185 |
| 0 | 867,185 | |
| Fund of funds | ||
| Access Capital LP II | 0 | 1,825,000 |
| Other | 398,248 | 448,458 |
| 398,248 | 2,273,458 | |
Remaining commitments to funds 1,559,094 16,692,132
| Helsinki, 3 February 2011 | Return on equity | Profi t/loss | |
|---|---|---|---|
| = (ROE), % |
Shareholders' equity + non-controlling interests (average) |
x 100 | |
| Heikki Westerlund Chairman |
Return on invest = |
Profi t/loss + interest expenses and other fi nancial expenses |
x 100 |
| ment (ROI), % | Balance sheet total – non-interest bearing debts (average) |
||
| Sari Baldauf | Shareholders' equity + non-controlling interests |
||
| Equity ratio, % = |
Balance sheet total – advances received | x 100 | |
| Koen Dejonckheere | Net gearing, % = |
Net interest-bearing liabilities | x 100 |
| Shareholders' equity | |||
| Tapio Hintikka | Earnings | Profi t/loss for the fi nancial year – hybrid loan interest |
|
| = per share (EPS) |
Share issue adjusted number of shares (average) |
||
| Conny Karlsson | Shareholders' = |
Shareholders' equity | |
| equity per share | Share issue adjusted number of shares at the end of the fi nancial year |
||
| Teuvo Salminen | Dividend = |
Dividend paid in the fi nancial year | |
| Deputy Chairman | per share | Share issue adjusted number of shares at the end of the fi nancial year |
|
| Lennart Simonsen | Dividend per | Dividend/share | |
| CEO | = earnings, % |
Earnings/share | x 100 |
We have audited the accounting records, the fi nancial statements, the report of the Board of Directors and the administration of CapMan Plc. for the fi nancial period 1 Jan–31 Dec 2010. The fi nancial statements comprise the consolidated statement of fi nancial position, income statement, statement of comprehensive income, statement of changes in equity and statement of cash fl ows, and notes to the consolidated fi nancial statements, as well as the parent company's balance sheet, income statement, cash fl ow statement and notes to the fi nancial statements.
The Board of Directors and the Managing Director are responsible for the preparation of consolidated fi nancial 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 fi nancial 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 fi nancial 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 fi nances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its fi nancial affairs have been arranged in a reliable manner.
Our responsibility is to express an opinion on the fi nancial statements, on the consolidated fi nancial 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 fi nancial 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 and 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 fi nancial 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 fi nancial 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 fi nancial statements and the report of the Board of Directors.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated fi nancial statements give a true and fair view of the fi nancial position, fi nancial performance, and cash fl ows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
In our opinion, the fi nancial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company's fi nancial performance and fi nancial position in accordance with the laws and regulations governing the preparation of the fi nancial 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 fi nancial statements.
Helsinki, 17 February 2011
Authorised Public Accountants
Authorised Public Accountant
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. 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 (Statement) has been prepared in compliance with the Finnish Corporate Governance Code Recommendation 54. The Code as a whole is publicly available on the website of the Securities Market Association at www.cgfi nland.fi .
The Statement is reviewed by CapMan's Board of Directors (the Board) and it is issued separate from the Report of the Board of Directors. 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 fi nancial 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/ir/ corporate-governance.
CapMan deviates from the Code's Recommendation 14, which states that the majority of board members shall be independent of the company. Three of the six members of CapMan's Board elected by the annual general meeting 2010 are independent of the company and three members are not independent of the company. This deviation has been made to ensure that the company has a competent Board that fulfi ls the requirements of the Code's Recommendation 9, particularly with regard to knowledge of the specifi cs of the private equity industry and the company's market areas. This deviation is also linked to the company's ownership structure.
CapMan deviates from Recommendation 43, 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.
The Board has decided to deviate from Recommendation 24 and not to establish an audit committee because the extent of the company's business does not require a separate committee of this type and the Board considers itself to be able to handle such duties alongside its other responsibilities.
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 fi nances. The Board has confi rmed a written charter for its work, which describes the main tasks and duties of the Board, working principles of the Board, meeting practices, and an annual self-evaluation of the Board's operations and working methods.
In accordance with the charter, the main duties of the Board are:
Since the Board has not established an audit committee, the Board carries out the following duties of the audit committee in addition to its above mentioned main duties:
The Board may appoint one or several Board members to assist the company's management in carrying out various tasks relating to the matters listed above. As this is purely an assisting role, the liability of the person(s) concerned as (a) member(s) of the Board remains unchanged.
The Chairman of the Board ensures and monitors that the Board fulfi ls the tasks appointed to it under legislation and by the company's articles of association. Additional information on the Board and its compensation can be found on the company's website www.capman.com/ir/corporate-governance.
By decision of 2010 AGM, the members of the Board are Heikki Westerlund (Chairman), Teuvo Salminen (Vice Chairman), Sari Baldauf, Koen Dejonckheere, Tapio Hintikka and Conny Karlsson. There is no specifi c order for the appointment of directors in the articles of association.
Ari Tolppanen and Lennart Jacobsson were members of the Board until the annual general meeting 2010.
Further information on the Board members is presented in the table on the following page.
Based on the Board's annual evaluation on 30 March 2010 Ms Sari Baldauf, Mr Koen Dejonckheere, and Mr Tapio Hintikka were independent of the company and its signifi cant shareholders. Mr Conny Karlsson and Mr Teuvo Salminen, who act as advisors to CapMan's investment teams, were dependent of the company. Mr Heikki Westerlund, CapMan's Senior Partner and member of CapMan Buyout and CapMan Public Market investment teams, was dependent of both the company and its signifi cant shareholders. Subsequent to the performance of the independence evaluation, Mr. Dejonckheere has become dependent of a signifi cant shareholder.
In 2010, the Board met nine times (seven meetings for the Board elected by the 2010 annual general meeting and two meetings for the Board elected by the 2009 annual general meeting). The table on the following page presents Board members' attendance at the meetings in 2010.
The Board has established a Remuneration and Nomination Committee. The Remuneration and Nomination Committee performs the duties of both remuneration committee and nomination committee. The committee shall have at least three members and they shall be elected from among Board members for the same term as the Board. The majority of the committee members shall be independent of the company. The charters for each committee shall be confi rmed by the Board and the minutes of the meetings shall be delivered to the Board for information.
In 2010 the members of the Remuneration and Nomination Committee were Ms Sari Baldauf, Mr Tapio Hintikka and Mr Heikki Westerlund. Mr Hintikka acted as the chairman.
In 2010 the Remuneration and Nomination Committee met four times. The table on the following page presents the committee members' attendance at the meetings in 2010.
Although the Board has currently one committee for remuneration and nomination matters, the Board has adopted separate charters for the work of the Remuneration Committee and the Nomination Committee.
The task of the Remuneration Committee is to improve the effi cient preparation of matters pertaining to the appointment and remuneration of the CEO and other executives of the company, as well as the remuneration policy covering the company's other personnel. The committee has no autonomous decision-making power and the Board makes decisions within its competence collectively. The Board remains responsible for the duties assigned to the committee.
The main duty of the Remuneration Committee is to assist the Board by preparing the Board decisions concerning:
The committee shall further contribute to securing:
The task of the Nomination Committee is to improve the effi cient 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 compensation for the Board members.
The Board elects the company's CEO and deputy CEO. The CEO's service terms and conditions are specifi ed 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. Generally, the CEO is independently responsible for the operational running of the company and for day-to-day decisions on business activities and the implementation of these decisions. The CEO also appoints the heads of teams. The Board approves the recruitment of the CEO's immediate subordinates. The CEO cannot be elected as Chairman of the Board.
In 2010 CapMan's CEO was Heikki Westerlund until 31 May 2010 and Lennart Simonsen since 1 June 2010. The company's Deputy CEO was Jerome Bouix until 4 November 2010 whereafter the company has not appointed Deputy CEO. Further information on the CEO is presented in the table on the following page.
| Name | Personal information | Attendance at the Board meetings in 2010 |
Attendance at the committee meetings in 2010 |
|---|---|---|---|
| Heikki Westerlund | Chairman of the Board since 30 March 2010. Member of the Board since 2010. Born 1966, M.Sc. (Econ.) Main occupation: Senior Partner at CapMan Non-independent Board member Member of the Remuneration and Nomination Committee. |
7/7 | 4/4 |
| Teuvo Salminen | Vice Chairman of the Board since 31 March 2005. Member of the Board since 2001. Born 1954, M. Sc. (Econ.), Authorised Public Accountant Main occupation: Board professional Independent of the signifi cant shareholders. |
9/9 | Not member. |
| Sari Baldauf | Member of the Board since 2007. Born 1955, M. Sc. (Business Administration), D. Sc. (Tech.) h.c. (Helsinki University of Technology), Doctor h.c. (Econ. And Bus. Admin.) (Turku School of Economics and Business Administration) Main occupation: Board professional Independent of the company and signifi cant shareholders. Member of the Remuneration and Nomination Committee. |
9/9 | 4/4 |
| Koen Dejonckheere | Member of the Board since 2010. Born 1969, MBA, M.Sc. (Eng.) Main occupation: CEO at Gimv NV Independent of the company. |
7/7 | Not member. |
| Tapio Hintikka | Member of the Board since 2004. Born 1942, M.Sc. (Eng.) Main occupation: Board professional Independent of the company and signifi cant shareholders. Member of the Remuneration and Nomination Committee. |
8/9 | 4/4 |
| Conny Karlsson | Member of the Board since 2008. Born 1955, MBA Main occupation: Board professional Independent of signifi cant shareholders. |
9/9 | Not member. |
| Name | Personal information | Attendance at the Board meetings in 2010 |
|
|---|---|---|---|
| Ari Tolppanen | Chairman of the Board since 31 March 2005 until 30 March 2010. Member of the Board since 1993. Born 1953, M. Sc. (Eng.) Main occupation: Senior Partner at CapMan Non-independent Board member. |
2/2 | |
| Lennart Jacobsson | Member of the Board since 2002. Born 1955, BBA Main occupation: Senior Partner at CapMan Non-independent Board member. |
2/2 |
| Name | Personal information |
|---|---|
| Lennart Simonsen | CEO of CapMan since 1 June 2010, Senior Partner Born 1960, LLM, M. Sc. (Law) |
| Heikki Westerlund | CEO of CapMan until 31 May 2010, Senior Partner Born 1966, M.Sc. (Econ.) |
Further information on Board of Directors, CEO and Deputy CEO is in the Annual Report 2010 and on the company's website at www.capman.com/ir/corporate-governance.
The internal control and risk management pertaining to the fi nancial reporting process is part of CapMan's overall internal control framework. The key roles and responsibilities for internal control have been defi ned in the Internal Control Policy, which has been approved by the Board and for which the Management has an updating responsibility.
CapMan's internal control and risk management concerning fi nancial reporting is designed to provide reasonable assurance concerning the reliability, comprehensiveness and timeliness of the fi nancial reporting and the preparation of fi nancial statements in accordance with applicable laws and regulations, generally accepted accounting principles and other requirements for listed companies.
The aim of CapMan's internal control is to:
CapMan's business model is based on having a local presence in the Nordic countries and Russia, and operating the organisation in teams across national borders. CapMan's subsidiaries in seven 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. Group Accounting maintains a common chart of accounts that is applied in all units. Subsidiaries submit their fi gures monthly to the Group Accounting where the fi gures are inserted to the Group reporting system for consolidation. The reported fi gures are reviewed in subsidiaries as well as in Group Accounting. Group Accounting also monitors the balance sheet and income statement items by analytically reviewing the fi gures. The consolidated accounts of CapMan are prepared in compliance with International Financial Reporting Standards (IFRS).
The Board is ultimately responsible for the proper organisation of internal control and risk management over fi nancial reporting by approving the Risk Management Policy and other relevant documents.
The Management 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 fi nancial matters are managed in a reliable and consistent manner.
The CEO leads the risk management process by defi ning 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 Board on matters concerning internal control and risk management. The Management has allocated responsibility for establishing more specifi c internal control policies and procedures to personnel in charge of the different teams and functions. Management and employees possess appropriate levels of authority and responsibility to facilitate effective internal control over fi nancial reporting.
CapMan has defi ned fi nancial reporting objectives in order to identify risks related to the fi nancial reporting process. The risk assessment process is designed to identify fi nancial reporting risks and to determine how these risks should be managed.
The control activities are linked to risk assessment and specifi c actions are taken to address risks and achieve fi nancial 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, verifi cations, reconciliations, analytical reviews, and segregation of duties.
During 2010, CapMan continued identifi cation and analysis of risks related to the Group's fi nancial reporting process initiated in 2009. Risks related to monthly closings and consolidation processes have been identifi ed and they are systematically analysed during the fi nancial year.
CapMan has defi ned the roles and responsibilities pertaining to fi nancial reporting as an essential part of Group's information and communication systems. In terms of internal control and fi nancial 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 fi nancial reporting purposes is provided to the appropriate people, such as the Board of Directors, the Management Group, and the Monitoring team. All external communications is handled in accordance with the CapMan Group Disclosure Policy, which is available on the company's website www.capman.com/ir/corporate-governance/disclosure-policy.
To ensure the effectiveness of internal control pertaining to fi nancial reporting, monitoring activities are conducted at all levels of the organisation. Monitoring is accomplished 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 defi ciencies are reported to the Management, and serious matters to the Board.
The Board regularly reviews Group-level fi nancial reports, including comparison of actual fi gures with prior periods and budgets, other forecasts, and monthly cash fl ow estimates. Group Accounting performs monthly consistency checks of income statement and balance sheet for legal entities and business areas. The Group Accounting team also conducts management fee and cost analysis, fair value change checks, impairment and cash fl ow checks, as well as control of IFRS changes.
The Monitoring team is responsible for collecting and reviewing the monthly reporting of portfolio companies, monitoring and forecasting fair value movements and preparing the models for and calculating carried interest income. Compliance audits are conducted on a regular basis to ensure that funds comply with funds' Procedure Manual.
| 7 Jan 2010 | CapMan to exit Pretax, impact on CapMan Plc's result for 2010 approx. €1.5 million |
|---|---|
| 12 Jan 2010 | CapMan Public Market Fund invests in Affecto Plc |
| 21 Jan 2010 | Nominations in CapMan Group |
| 28 Jan 2010 | Niko Haavisto appointed as CFO of CapMan Plc |
| 29 Jan 2010 | Invitation to CapMan Plc Group's Press Conference |
| February | |
| 5 Feb 2010 5 Feb 2010 |
CapMan Plc Group's Financial Statements Bulletin for 2009 CapMan Plc Board of Directors convenes Annual General |
| Meeting 2010 | |
| 5 Feb 2010 | Heikki Westerlund proposed to become Chairman of |
| CapMan Plc Board – Next step in generation shift | |
| 5 Feb 2010 | Summary of CapMan Plc releases in 2009 |
| 9 Feb 2010 | CapMan acquires Hermelinen |
| 15 Feb 2010 | CapMan to exit Turo Tailor |
| March | |
| 8 Mar 2010 | CapMan receives carried interest income from its sale |
| of On2 shares | |
| 9 Mar 2010 | CapMan sells Kalevankatu 20 |
| 9 Mar 2010 | CapMan Plc publishes its Annual Report and Financial Statements for 2009 |
| 30 Mar 2010 | Lennart Simonsen appointed CapMan's new CEO |
| 30 Mar 2010 | Decisions adopted by CapMan Plc's Annual General Meeting |
| 30 Mar 2010 | Composition of Board committees of CapMan Plc |
| 30 Mar 2010 | CapMan Plc Group's Interim Report for January–March |
| 2010 will be published on 7 May 2010 | |
| April | |
| 27 Apr 2010 | CapMan invests in Russian manufacturer of handling |
| equipment for the construction industry, LMZ | |
| 29 Apr 2010 | CapMan to exit Gammadata |
| 29 Apr 2010 | CapMan to become majority owner of Lunawood |
| 30 Apr 2010 | Invitation to CapMan Plc Group's Press Conference |
| 30 Apr 2010 | Cardinal Foods ASA has applied for listing on the Oslo |
| Stock Exchange | |
| 30 Apr 2010 | CapMan to acquire Esperi |
| May | |
| 4 May 2010 | CapMan to invest in Havator |
| 7 May 2010 | CapMan Plc Group's Interim Report 1 January–31 March 2010 |
| 7 May 2010 | Correction to the English version of CapMan Plc Group's Interim Report published on 7 May 2010 |
| June | |
| 4 Jun 2010 7 Jun 2010 |
CapMan to renovate the Turun Centrum building in Turku CapMan's portfolio company MQ applies for listing on |
9 Jun 2010 CapMan exits Foreca
of MQ's IPO
18 Jun 2010 CapMan makes partial exit from MQ Holding AB as part
| 1 Jul 2010 2 Jul 2010 |
CapMan Buyout IX fund closes at EUR 294.6 million CapMan buys INR and Aspen and builds a new |
|---|---|
| Nordic bathroom equipment company | |
| 7 Jul 2010 | CapMan invests in Bank Evropeiskij |
| 30 Jul 2010 | Invitation to CapMan Plc Group's Press Conference |
| August | |
| 6 Aug 2010 | CapMan Plc Group's Interim Report 1 January– 30 June 2010 |
| 6 Aug 2010 | Composition of Board committees of CapMan Plc |
| 11 Aug 2010 | CapMan and Langholm Capital sell Farmos to KiiltoClean |
| September | |
| 23 Sep 2010 24 Sep 2010 |
CapMan Mezzanine V holds fi rst closing at EUR 60 million Changes in CapMan Plc's management group |
| October | |
| 29 Oct 2010 | Invitation to CapMan Plc Group's Press Conference |
| November | |
| 5 Nov 2010 | CapMan Plc Group's Interim Report, 1 January– 30 September 2010 |
| 5 Nov 2010 | New Management Group for CapMan |
| 5 Nov 2010 | CapMan Plc's fi nancial reporting in 2011 |
| 17 Nov 2010 | CapMan to reorganise its technology investment opera tions, will have at maximum an impact of EUR -5 million |
| 17 Nov 2010 | on CapMan's result for 2010 CapMan sells 30% of Access Capital Partners to Pohjola, |
| 17 Nov 2010 | will impact CapMan's 2010 result by approx. EUR 23 million CapMan Life Science invests in Swereco |
| 22 Nov 2010 | CapMan establishes its fi rst project-specifi c hotel fund |
| December | |
| 10 Dec 2010 | CapMan to exit OneMed |
| 14 Dec 2010 | Disclosure under chapter 2, section 10 of the Securities Market Act |
| 16 Dec 2010 | Jukka Ruuska leaves CapMan |
Press release
The releases in their entirety are available online at www.capman.com/media/releases.
23 Dec 2010 CapMan makes a partial exit from LUMENE Oy 27 Dec 2010 CapMan Public Market invests in ÅF AB
CapMan Plc's Annual General Meeting for 2011 will be held on Wednesday, 30 March 2011 at 10 am EET at Valkoinen Sali, Aleksanterinkatu 16–18, 00170 Helsinki. All shareholders registered with the company's list of shareholders maintained by Euroclear Finland Oy on Friday, 18 March 2011 are entitled to attend.
Shareholders wishing to attend the AGM should inform the company by 10 am on Friday, 25 March 2011 at the latest. Registration can be made in writing to the company at Korkeavuorenkatu 32, 00130 Helsinki, online at www.capman.com/ir/annual-generalmeetings, by phone Satu Pihlajamaa, +358 (0)207 207 515 or Tiina Oikarainen, +358 (0)207 207 519, by email agm2011@capman. com, or by fax +358 (0)207 207 550. Registrations must reach the company by the date and time specifi ed 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 €0.12 per share should be paid for 2010. The dividend decided by the AGM will be paid to shareholders registered in the list of shareholders maintained by Euroclear Finland Oy on the record date set for payment, 4 April 2011. Payment of the dividend in Finland will be made on 11 April 2011.
CapMan Plc will publish three interim reports during 2011:
1 January–31 March 2011: Wednesday, 4 May 2011
1 January–30 June 2011: Thursday, 11 August 2011
1 January–30 September 2011: Friday, 28 October 2011.
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 or a copy of the Annual Report can subscribe 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, the head of the Investor Services team, the CFO, and the Communications Director. The company observes a two-week silent period prior to publication of its interim reports and fi nancial statements, during which it does not comment on the company's fi nancial performance or future prospects and does not meet investors, analysts, or fi nancial journalists.
Timo Heinonen, tel. +358 (0)9 6187 1234
J.P. Morgan Cazenove, London Christopher Brown, tel. +44 (0)20 7155 8145
Suvi Kosonen, tel. +358 (0)10 252 4359
Grev Turegatan 30, 5 fl P.O.Box 5745 114 87 Stockholm, Sweden Tel. +46 8 545 854 70 Fax +46 8 545 854 89
Dronning Mauds gate 3, 4th fl oor P.O.Box 1235 Vika 0110 Oslo, Norway Tel. +47 23 23 75 75 Fax +47 23 23 75 79
Advisors Limited 10, Arbat Str 119002 Moscow, Russia Tel. +7 495 620 48 85 Fax +7 495 620 48 86
Esplanaden 7, 3. fl 1263 Copenhagen K, Denmark Tel. +45 35 26 02 12 Fax +45 35 26 02 14
Tel. +352 26 49 58 42 05 Fax +352 26 49 58 42 06
CapMan (Guernsey) Ltd CapMan Mezzanine (Guernsey) Ltd CapMan (Guernsey) Buyout VIII GP Ltd CapMan (Guernsey) Buyout IX GP Ltd CapMan (Guernsey) Life Science IV GP Ltd CapMan (Guernsey) Technology 2007 GP Limited Hambro Hs, St. Julian's Av P.O. Box 86, St. Peter Port Guernsey, GY1 3AE, Channel Islands Tel. +44 1481 726 521 Fax +44 1481 710 376
www.capman.com Email addresses at CapMan: fi [email protected].
Helsinki l Stockholm l Oslo l Moscow l Copenhagen l Luxembourg
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