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NAXS — Annual Report 2013
Feb 28, 2014
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Annual Report
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Annual Report 2013 Page 1 of 53
ANNUAL REPORT 2013 NAXS Nordic Access Buyout Fund AB (publ)
(This text is an in-house translation of the original Annual Report 2013 in Swedish)
NAXS Nordic Access Buyout Fund AB (publ) Annual Report 2013
| Content | Page |
|---|---|
| Shareholders information | 2 |
| Comments from the CEO | 3 |
| Board of Directors report | 7 |
| Consolidated Income statement | 27 |
| Consolidated Balance sheet | 28 |
| Consolidated statement of changes in equity | 29 |
| Consolidated statement of cash flows | 30 |
| Parent Company Income statement | 31 |
| Parent Company Balance sheet | 32 |
| Parent Company statement of changes in equity | 33 |
| Parent Company statement of cash flows | 34 |
| Notes to the financial statements | 35 |
| Auditors report | 53 |
Shareholders information
Annual General Meeting, May 8, 2014
The Annual General Meeting will be held on Thursday, May 8, 2014, at 4:00 pm at the offices of the law firm Vinge, Smålandsgatan 20, Stockholm. Any questions prior to the Annual General Meeting should be forwarded to the Chairman of the Board, John D. Chapman, via e-mail at: [email protected] or by phone telefon +1 212 945 91 59.
Participation
In order to participate in the Annual General Meeting, shareholders must be registered in the share register maintained by Euroclear Sweden AB no later than Thursday May 1, 2014, and also have notified their intention to attend the Annual General Meeting and, if applicable, provide information on any representative/proxy/advisor who will represent/accompany the shareholder to the meeting by Thursday, May 1, 2014. Notification shall be sent in writing to Lennart Svantesson, NAXS Nordic Access Buyout Fund AB, Grev Turegatan 10, 114 46 Stockholm, 08-611 33 25, or by e-mail to: [email protected]. Notifications shall include the shareholder's name, personal identification number/corporate registration number (or similar), address and daytime telephone number, as well as, wherever applicable, details of any representative/proxy/advisor. A maximum of two advisors per shareholder may attend. To facilitate registration at the Meeting, notification, wherever applicable, should include a signed power of attorney, registration certificate and/or other documents proving identity.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, shareholders whose shares are held in the name of a trustee must request that the shares be temporarily re-registered in their own name in the share register maintained by Euroclear Sweden AB. The shareholder must inform the trustee sufficiently in advance to enable completion of such registration by Thursday May 1, 2014.
Distributions
The Board of Directors proposes to the annual general meeting the payment of a dividend of SEK 2.00 per share for the financial year 2013.
Financial Information 2014
Interim Report (3 months): May 8, 2014 Annual General Meeting: May 8, 2014 Interim Report (6 months): July 17, 2014 Interim Report (9 months): October 22, 2014
Comments from the CEO
NAXS made good progress during 2013, with a net asset value per share growth (including the dividends paid) of 8.8%, a share price increase of more than 30%, as well as a high level of activity from its underlying funds.
The positive trends that influenced the financial markets and the private equity industry as a whole throughout 2013 were reflected in NAXS' portfolio, notably in the number of liquidity events, with 10 exits and 9 recapitalizations taking place during the year.
The occurrence of such a significant number of liquidity events, generating average returns consistent with NAXS' existing track record, leaves the Company with a robust balance sheet, and well positioned to take advantage of further opportunities.
Some of the highlights of 2013 for NAXS included:
• the net asset value (NAV) per share grew by 8.8% (including the dividend paid) during 2013, as result of the positive development of the fund portfolio valuations.
NAV per share in SEK
• NAXS' underlying funds acquired 9 new portfolio companies, bringing the total number of companies acquired since NAXS' inception to 98 (including the 18 portfolio companies that have been fully exited). In addition, a substantial number of add-on acquisitions were made;
- a total exposure to private equity funds of 105% of equity at the end of the year;
- 6 of the 8 funds reached the end of their investment period;
- a high number of liquidity events, with the signing or closing of 10 full exits and 2 partial exits, and with 9 recapitalizations taking place;
- the 18 full exits that took place since NAXS' inception have generated average gross returns in excess of 19% per year;
- a dividend of a SEK 0.50/share for the fiscal year 2012, which together with the share repurchase program meant a total value transfer to the shareholders of MSEK 7,4;
- viewed in a historical perspective, NAXS continued to progress through the J-curve and to follow a growth trajectory.
As NAXS continues to evolve towards a more mature stage, it provides investors with an increasingly attractive exposure to the private equity asset class through a liquid instrument, and with an attractive level of diversification:
• 8 funds from 6 managers;
• 3 different vintage years (2007, 2008 and 2011);
Vintages
• an exposure to all Nordic countries and, to some extent, to Europe (as well as, mainly though the commitment to Apax, to the rest of the world)
• an exposure to 80 portfolio companies (remaining after the 18 full exits);
Acquisitions per year (remaining portfolio companies)
- the 10 largest holdings account for less than 29% of the NAV, and no single portfolio company accounts for more than 8.5% of NAV;
- a sector diversification as shown below:
Sector diversification
• the strengthening of a preliminary a track record, with 18 full exits generating an average gross IRR of 19%.
For 2014, we expect that several new acquisitions will be made by the two funds in NAXS' portfolio, which have not yet reached full investment level, while additional portfolio companies will be prepared for exit by the funds that have reached the end of their investment period. The proceeds generated by such exits should allow NAXS to selectively consider new investments opportunities, and continue to provide possibilities to transfer value to shareholders.
Board of Directors' Report
The Board of Directors and the CEO of NAXS Nordic Access Buyout Fund AB (publ) ("NAXS", "the Company", or the "Parent Company"), Swedish corporate identification number 556712-2972, are hereby presenting the annual report for the Group and the Parent Company for the financial year 2013. The financial statements are subject to their adoption by the Annual General Meeting of the shareholders to be held on May 8, 2014.
Group
General operations
NAXS is an investment company listed on the NASDAQ OMX Stockholm exchange and focusing on investments in Nordic buyout funds.
The objective is to make the Nordic private equity market accessible for a broader range of investors, while offering liquidity through the Company's publicly traded shares.
Operations commenced on April 17, 2007, and the Company was listed on First North on May 14, 2007, where it traded until its change of listing to the NASDAQ OMX Stockholm on June 8, 2010.
NAXS is the Group's parent company and is headquartered in Stockholm. In addition to the parent company, the Group consists of an operational Danish subsidiary, NAXS Nordic Access Buyout A/S, headquartered in Copenhagen, and a Norwegian subsidiary, NAXS Nordic Access Buyout AS, headquartered in Oslo. The Danish subsidiary operates as the holding company for the Group's private equity fund investments.
Naccess Partners AB has been contracted as the investment advisor to the Danish subsidiary.
Share and ownership
The number of outstanding shares at the beginning of 2013 amounted to 14,923,662. At year-end the number of outstanding shares was 14,887,642. The company's treasury shares at year-end amounted to 112,358, whereof 36,020 shares were repurchased during 2013. According to mandate granted by the 2012 AGM, shares may be acquired to the extent that the Company's holding of its own shares, on any occasion, does not exceed 10% of all shares in the Company.
At year-end 2013, NAXS' share price was SEK 38.80 and the total shareholders' equity per share was SEK 43,92. Market capitalization was MSEK 578. The number of shareholders was 497. The 3 largest shareholders are listed in the Corporate Governance Report.
Objective and investment strategy
The overall investment criteria for the Company's investment activities are set forth below.
Type of fund
Private equity funds with a buyout focus that are managed by established managers. However, a smaller portion of the Company's assets may be invested in newly established buyout funds.
Instruments
Interest in private equity funds (shares or partnership interests). However, the Company's assets shall not be invested in pure debt instruments or various intermediate forms, such as convertible debentures and mezzanine instrument.
Geographic focus
Funds, which have the Nordic region (Denmark, Finland, Norway and Sweden) or at least one of the Nordic countries as the investment focus, or have a management team dedicated to the Nordic region.
Investment size
Typically MSEK 50 – 300, depending on each respective fund's size, the Company's available means for investment and the number of fund holdings in the portfolio.
Number of fund investments1
Commitments to 7–10 different fund managers and, over time, different "vintages".
Other limitations2
Commitments and/or investments may not result in an exposure of the Group's net value asset value (NAV), which, at the time of investment, exceeds:
125%3 for commitments to and/or investments in underlying funds
40% in funds from the same manager
20% for the aggregate of all co-investments, and 5% for each single co-investment (no co-investments have been made during 2013 or during the previous years)
Net asset value means (i) the total value of all investments and joint investments in the Group, plus (ii) cash and liquid assets of the Group, and minus (iii) all liabilities of the Group, which (i) is based on the asset value according to the latest quarterly or semiannual report provided by the relevant private equity fund (usually the fair value calculated in accordance with the International Private Equity and Venture Capital Valuation Guidelines) in which investment and co-investments have been made or, if no such value has been reported, the book value as set forth in the NAXS Group's most recent consolidated financial statements, and where (ii) and (iii) are based on reported assets in the Group's most recent consolidated financial statements.
Market review
Global macro-economic conditions generally improved during 2013, with North America leading the recovery, while conditions in the Eurozone varied substantially from region to region.
Combined with the positive developments of the financial markets, these improved macro-economic conditions contributed to a healthy level of activity in the private equity industry in 2013. In addition, private equity received a boost from the ready availability of financing at attractive terms during the past year.
Another highlight of 2013 was a definitive amelioration of the exit market, including, in the second half of the year, the re-opening of the IPO window.
Interest for private equity as an asset class remained strong throughout the past year and, while the definitive data is not yet available, all signs are pointing towards global private equity fundraising hitting a new post-financial crisis high in 2013.
The Nordic private equity industry benefited as well to a large extent from the abovementioned tailwinds during 2013, including readily available financing to recapitalize portfolio companies and the revival of initial public offerings as a viable mean of exit for local managers.
Fund portfolio
At year-end 2013, NAXS had commitments to 8 underlying funds.
As of December 31, 2013:
• Private equity fund investments amounted to MSEK 522, which corresponds to 80 percent of the Company's total equity;
1 Applies to the Company's target portfolio in the long term.
2 Applies to the Company's target portfolio in the long term.
3 The aim is to improve the return on equity through a relatively higher portion of NAXS' equity remaining invested, since the underlying private equity funds seldom draw 100 percent of the commitment.
- Outstanding investment commitments amounted to MSEK 164, which can be used by the underlying funds for new investments;
- Total exposure to private equity fund investments amounted to MSEK 686, which corresponds to 105 percent of the Company's total equity.
Net cash, fund investments and total exposure to private equity funds in percent of equity
Acquisitions and divestments
As of December 31, 2013, NAXS' underlying funds had acquired a total of 98 companies, 18 of which had been fully divested. The 18 full exits have on average generated gross returns in excess of 19% per year.
No. of portfolio companies acquired per year (exited companies in grey)
2013 ACQUISITIONS (by fund and in alphabetical order)
| Portfolio Company Sector Country |
Fund |
|---|---|
| One Call Care Healthcare services USA Management |
Apax Europe VII |
| Project Z Undisclosed Undisclosed |
Apax Europe VII |
| Rhiag Automotive parts Italy |
Apax Europe VII |
| Troax Machine safety solutions Sweden |
FSN Capital III |
| Harding Maritime life-saving equipment Norway |
Herkules Private Equity Fund III |
| Acino Pharmaceuticals Switzerland |
Nordic Capital Fund VII |
| Ellos Online retailer Sweden |
Nordic Capital Fund VII |
| Becksöndergaard Fashion accessories Denmark |
Valedo Partners II |
| Joe & The Juice Juice & coffee bars Denmark |
Valedo Partners II |
2013 EXITS (by fund and in alphabetical order)
| Year of initial | |||
|---|---|---|---|
| Portfolio Company | Sector | investment | Fund |
| Dealer.com | Digital marketing automotive sector |
2011 | Apax Europe VII |
| Hub International | Insurance brokerage | 2007 | Apax Europe VII |
| Marken | Healthcare | 2009 | Apax Europe VII |
| Netrada | E-commerce | 2008 | Apax Europe VII |
| Gothia Financial Group | Financial services | 2008 | Herkules Private Equity Fund III |
| Delete | Environmental services | 2010 | Intera Fund I |
| EG | IT services | 2008 | Nordic Capital Fund VII |
| Sic Processing | Silicone slurry recycling | 2010 | Nordic Capital Fund VII |
| BTI | Subtitling and dubbing | 2008 | Valedo Partners I |
| INOM | Healthcare | 2009 | Valedo Partners I |
PORTFOLIO COMPANIES AT DECEMBER 31, 2013 (by fund and in alphabetical order)
* indicates fully exited portfolio companies
| Sector | Country |
|---|---|
| Sales and marketing services | USA |
| Healthcare services | India |
| Web-based personal finance services | USA |
| Educational publishing | USA |
| Educational publishing | Canada |
| Digital marketing automotive sector | Canada |
| Electrical components distribution | Spain |
| Enterprise application software | USA |
| Restaurant chain | China |
| Insurance services | USA |
| IT and business process outsourcing | India |
| Healthcare products | USA |
| Healthcare logistics services | UK |
| E-commerce management services | Germany |
| Healthcare | USA |
Annual Report 2013 Page 11 of 53
Weather Investments* Telecommunications Global
FSN CAPITAL III
- Portfolio Company Sector Country
- Orange Communications Telecommunications Switzerland Paradigm Software for oil and gas industry Global Plantasjen Garden centers chain Norway/Sweden Psagot Financial services Israel Project X* N/A N/A Project Z N/A N/A Qualitest* Generic pharmaceuticals USA Rhiag Automotive parts Italy Sophos Security software UK SouFun Real estate internet portal China Takko Fashion retailer Germany Trizetto Healthcare software USA Tivit Business process outsourcing Brazil Tnuva Food manufacturing and distribution Israel Top Right Group B2B media UK Trader Corporation Auto classified Canada Trader Media Group Auto classified UK
Green Landscaping contracting Sweden HusCompaniet Standardized housing building Denmark Lagkagehuset Bakery chain Denmark Norman Security software Norway PM Retail Fashion retail Norway Skamol Insulation material Denmark Tactel Mobile software development Sweden Troax Machine safety solutions Sweden Vindora Education services Sweden Vizrt Digital media production tools Norway
HERKULES PRIVATE EQUITY FUND III
Portfolio Company Sector Country
Bandak Machining and engineering Norway Enoro Software for utility services Norway Espresso House Coffee chain Sweden Gothia* Financial services Sweden Harding Maritime life.saving equipment Norway Intelecom Telecommunications Norway New Store Europe Interior design Norway Norsk Jernbanedrift Railway maintenance Norway Odlo Sportswear Switzerland Projectiondesign* High performance projectors Norway Stamina Health service provider Norway
INTERA FUND I
Portfolio Company Sector Country
Consti Yhtiöt Building systems contracting Finland Delete* Environmental services Finland Normek Building material Finland
Annual Report 2013 Page 12 of 53
INTERA FUND II
Portfolio Company Sector Country
NORDIC CAPITAL FUND VII
Orthex Household products Finland Mikeva* Healthcare services Finland Polarica Food industry Finland/Sweden Trafotek Industrial products Finland
Animagi Veterinary clinics Finland Kamux Used car retail Finland Merivaara Healthcare technology Finland Royal Ravintolat Accommodation and restaurant services Finland Tamtron Industrial products Finland
Acino Pharmaceuticals Switzerland Binding Site Healthcare diagnostics UK Bladt Industries Steel structure manufacturing Denmark Britax Child safety products UK Convatec Healthcare products USA EG* IT solution and services Denmark Ellos Online retailer Sweden Europris Discount retail Norway Handicare Healthcare mobility solutions Norway Master Marine Offshore accommodation services Norway Munters Air treatment Sweden Orc Financial technology and services Sweden Resurs Group Financial services and insurance Sweden SafeRoad Traffic safety products and services Norway SiC Processing* Wafer slurry recycling services Germany Sport Master Sporting goods retail Denmark Thule Leisure outdoor industry Sweden Tokmanni Discount retail Finland
VALEDO PARTNERS FUND I Portfolio Company Sector Country
| Akademikliniken | Cosmetic health services | Sweden |
|---|---|---|
| Aspen* | Furniture manufacturing | Sweden |
| Bindomatic | Thermal binding | Sweden |
| Broadcast Text International* |
Subtitling and dubbing | Sweden |
| Corbel | Real estate services | Finland |
| INOM* | Healthcare services | Sweden |
| Oscar Jacobson | Menswear | Sweden |
| Perten | Quality control instruments and services | Sweden |
| Solhagagruppen* | Healthcare services | Sweden |
Portfolio Company Sector Country
Annual Report 2013 Page 13 of 53
| VALEDO PARTNERS FUND II | ||
|---|---|---|
| Portfolio company | Sector | Country |
| Aditro Logistics | Third-party logistics | Sweden |
| Becksöndergaard | Fashion accessories | Denmark |
| Cambio | Healthcare industry software | Sweden |
| Evidensia | Veterinary clinics | Sweden |
| Joe & the Juice | Juice & Coffee bars | Nordics/UK/Germany |
December 31, 2013
- Total exposure to private equity fund investments: 105 % of total equity
- Private equity fund investments: 80% of total equity
- Number of full exits since inception: 18
- Average gross returns generated by the 18 full exits since inception: 19% per year
The table below summarizes NAXS' commitments:
| Initial Commitment |
|||
|---|---|---|---|
| Commitment | Amount | ||
| Fund | Commitment Year | Currency | (in thousands) |
| Apax Europe VII LP | 2007 | EUR | 15,000 |
| FSN Capital III LP | 2008 | EUR | 10,000 |
| Herkules Private Equity Fund III LP | 2008 | NOK | 40,000 |
| Intera Fund I KY | 2007 | EUR | 7,000 |
| Intera Fund IIKY | 2011 | EUR | 7,250 |
| Nordic Capital Fund VII LP | 2008 | EUR | 20,000 |
| Valedo Partners Fund I AB | 2007 | SEK | 60,000 |
| Valedo Partners Fund II AB | 2011 | SEK | 65,000 |
At the end of 2013, NAXS' total exposure to private equity fund investments amounted to KSEK 686, of which private equity fund investments amounted to MSEK 522 and remaining commitments to MSEK 164.
Underlying funds
Summary information regarding NAXS' underlying funds is provided below:
Apax Europe VII LP
Fund size: MEUR 11,000 Segment: large cap Geographic focus: primarily Europe Vintage: 2008 Website: www.apax.com Description: Apax Europe VII is the seventh European fund raised by Apax Partners, one of the largest private equity organizations in the world, operating out of 9 offices on 4 continents. Funds advised by Apax Partners invest in four sectors: consumer, healthcare, services, tech & telecom. No. of portfolio companies at December 31, 2013: 25 No. of fully divested portfolio companies at December 31, 2013: 8
FSN Capital III LP
Fund size: MEUR 375 Segment: mid cap Geographic focus: Norway and the Nordic region Vintage: 2008 Website: www.fsncapital.no Description: FSN Capital III is the third fund raised by FSN Capital Partners. The fund targets the Nordic mid-size market and operates out of offices in of Oslo, Stockholm and Copenhagen No. of portfolio companies at December 31, 2013: 10
Herkules Private Equity Fund III LP
Fund size: MNOK 6,000 Segment: mid cap Geographic focus: Norway and the Nordic region Vintage: 2008 Website: www.herkulescapital.no Description: Herkules Private Equity III is the third fund raised by Oslo-based Herkules Capital (formerly Ferd Equity Partners). The fund focuses on the oil services, retail, services, telecom and healthcare industries. No. of portfolio companies at December 31, 2013: 9 No. of fully divested portfolio companies at December 31, 2013:2
Intera Fund I KY
Fund size: MEUR 125 Segment: small cap Geographic focus: Finland Vintage: 2007 Website: www.interapartners.fi Description: Intera Fund I the first fund raised by Intera Partners, a Finnish private equity firm focusing on the small cap segment in Finland. Intera's management team has an established track record from Capman, IK Investment Partners, and CVC. No. of portfolio companies at December 31, 2013: 5 No. of fully divested portfolio companies at December 31, 2013: 2
Intera Fund II KY
Fund size: MEUR 200 Segment: small cap Geographic focus: Finland Vintage: 2011 Website: www.interapartners.fi Description: Intera Fund II is the second fund raised by Intera Partners (see Intera Fund I KY above). No. of portfolio companies at December 31, 2013: 5
Nordic Capital Fund VII LP
Fund size: MEUR 4,300 Segment: mid and large cap Geographic focus: primarily the Nordic region Vintage: 2008 Description: Nordic Capital Fund VII is the seventh fund established by Nordic Capital and has a primary focus on medium and large transactions in the Nordic countries.
No. of portfolio companies at December 31, 2013: 16 No. of fully divested portfolio companies at December 31, 2013: 2
Valedo Partners Fund I AB
Fund size: KSEK 1,000 Segment: small cap Geographic focus: Sweden Vintage: 2007 Website: www.valedopartners.com Description: Valedo Fund I the first fund raised by Valedo, a Swedish small cap manager with an industrial focus started in 2006 by a spin-off team from EQT, one of the largest private equity houses in the Nordic region. Valedo invests in small companies, where longterm value creation is primarily driven by growth. No. of portfolio companies at 31 December 2013: 5 No. of fully divested portfolio companies at December 31, 2013: 4
Valedo Partners Fund II AB
Fund size: KSEK 2,000 Segment: small cap Geographic focus: Sweden Vintage: 2011 Website: www.valedopartners.com Description: Valedo Fund II is the second fund raised by Valedo (see Valedo Partners Fund I AB above)
Evolution of private equity fund investments (in % of equity)
Private equity fund investments Cash
Group
Financial performance 2013
Operating profit
The operating profit amounted to KSEK 52,231 (53,056) for the year. The operating profit includes a change in value of private equity fund investments of KSEK 63,501 (63,235). The currency effects are included in the changes in value, which amounted to KSEK 15,054 (-11,314) in total for the year. Operating expenses amounted to KSEK 11,270 (10,179).
Financial items
Financial items net totaled KSEK 767 (2,622) for the year. Interest income amounted to KSEK 768 (2,737). Exchange rate profit/loss amounted to KSEK -1 (-109) and interest expenses amounted to KSEK 0 (6).
Tax and net profit
The Group's profit after financial items for the year amounted to KSEK 52,998 (55,678). Income taxes amounted to KSEK 1,181 (-765). Net profit after tax amounted to KSEK 54,179 (54,913). Earnings per share were SEK 3.64 (3.66).
Private Equity Fund Investments
During the year, net investments in private equity funds amounted KSEK 8,375 (71,055). As of December 31, 2013, private equity fund investments amounted to KSEK 522,428 (487,173).
Cash flow and financial position
Cash flow amounted to KSEK 9 431 (-79,296). Cash flow from operating activities amounted to KSEK 26,447 (-483).
Financing
The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 653,803 (609,310) at the end of the year, corresponding to SEK 43.92 (40.83) per share and an equity/asset ratio of 100 (100) percent. During the year 36,020 shares were repurchased, amounting to KSEK 1,194. A dividend of SEK 0.50/share for the financial year 2012 was distributed to shareholders in the second quarter, amounting to KSEK 7,447.
Net cash
At the end of the year, net cash amounted to KSEK 131,008 (122,624), which corresponds to SEK 8.80 (8.22) per share. During the period, cash and cash equivalents were invested in interest-bearing instruments or held on interest-bearing bank accounts, in accordance with the Company's policy.
Events after the Year-end
The Board of Directors proposes to the annual general meeting the payment of a dividend of SEK 2.00 per share for the financial year 2013.
Future prospects
The improvement in macro-economic conditions that started to be felt through 2013 can be expected to carry on in 2014, building momentum for a sustained global recovery. It also appears that private equity should be able to continue to benefit from accommodating capital markets in the coming quarters.
These factors should contribute to a healthy level of private equity activity during 2014, which should be reflected in NAXS' portfolio both through new acquisitions by the funds that have not reached the end of their investment period and through new exits by the funds that have reached a mature stage.
Significant risks and uncertainty factors
The Company's business, financial condition and results could be impacted by a number of risk factors.
As the interest and therefore the competition for investment in private equity as an asset class increases, the number of investment opportunities with reasonable risk and return profile may decline. Much of the Company's return on invested capital will depend on the respective underlying private equity funds' success and ability to generate returns, which in turn is partly due to how skillful the fund manager and their portfolio companies' management teams are to implement value-enhancing improvements in the underlying portfolio of companies. Furthermore, the yield largely depends on the valuation of portfolio companies at the time of the investment and divestment, respectively.
Private equity buyout funds generally use leverage to finance investments in their target companies. In a situation where the target company's profits do not perform well and where market interest rates rise, this may result in decreased and even negative returns for private equity funds. Furthermore, market conditions that make it more difficult or expensive for private equity funds to obtain loans to finance acquisitions may result in reduced returns compared with historical ones. Private equity funds are dependent on their investors having money available when the funds request drawn downs for investments. Under turbulent market conditions, there is a risk that some investors cannot meet their obligations. This could affect the Company's ability to pursue its investment strategy and affect the funds' and NAXS' returns.
The Investment Manager has been contracted by the NAXS Group to advise on the Group's investment activities, under an advisory agreement. If the principals of the Investment Manager cease to work for the Investment Manager, this could have negative consequences for the Company's development, performance and financial position.
NAXS is exposed to currency risks in the investments made in funds denominated in foreign currencies. No hedging is made on the fund investments.
NAXS is also exposed to the risks related to the general macro-economic environment. For a detailed description of risk and risk management, see Note 18.
Environment
The Company does not conduct any activity that may require an environmental permit.
Parent Company
The parent company has not had any sales during the year. The profit/loss after financial items amounted to KSEK -5,386 (32,852). Net interest income amounted to KSEK 1 543 (5,296). Exchange rate profit/loss amounted to KSEK -2,954 (702). Income tax amounted to KSEK 1,181 (-765). The net profit/loss amounted to KSEK -4,205 (32,087).
Corporate Governance Report
Governance, management and control of the Company are split between the shareholders at the AGM, the Board of Directors and the Chief Executive Officer (CEO) under the Swedish Code of Corporate Governance and statutes.
NAXS Nordic Access Buyout Fund AB is a Swedish public company, whose shares are traded on the NASDAQ OMX Stockholm. The Company conducts its business based on Swedish legislation, primarily the Swedish Companies Act, the NASDAQ OMX Stockholm
rules for issuers – which also include the Swedish Code of Corporate Governance – and other relevant regulations and guidelines.
Articles of association
The Company's name is NAXS Nordic Access Buyout Fund AB (publ) and it has its registered office in the municipality of Stockholm.
The Company shall directly or indirectly engage in investment activities and in connection therewith, acquire, own and manage and market the investments, shares, fractional and other securities and acquire rights and assume obligations related to investments in or joint investments with companies or funds and related business. The articles of association also contain information on the share capital, number of directors and auditors as well as provisions regarding notice and agenda of the AGM. The articles of association are available in their entirety on the Company's website www.naxs.se.
Board
The Board of Directors is responsible for establishing policy goals, budget, business and investment plans, financial statements, major changes etc. , and for appointing the CEO.
Swedish Code of Corporate Governance
Since the Company's shares are traded on the Stockholm Stock Exchange and the Company must follow the securities market practice in the securities market, it applies the Swedish Code of Corporate Governance ("Code"). The text of the Code is available at www.bolagsstyrning.se.
This corporate governance report has been prepared in accordance with the Code in order to describe how the Company has applied the Code during the financial year 2013. The corporate governance report is reviewed by the auditors in accordance with the Annual Accounts Act.
Ownership structure
The share capital of the Company amounted as of December 31, 2013 to SEK 750 000, divided into 15 million shares. The number of shares outstanding after share repurchases amounted as of December 31, 2013 to 14 887 642. Each share has one vote. The Company's shares are registered with Euroclear Sweden AB. The quota value per share is SEK 0.05. The shares are traded on the NASDAQ OMX Stockholm.
| Votes and | ||
|---|---|---|
| Owner | No of shares | equity in % |
| QVT Financial LP | 7 502 001 | 50,4 |
| Tardus Intressenter AB | 1 189 219 | 8,0 |
| Global Endowment Management | 1 186 317 | 8,0 |
| Others | 5 010 105 | 33,7 |
| Total | 14 887 642 | 100,0 |
Largest shareholders as at 31 December 2013, according to Euroclear Sweden AB
AGM 2013
At the AGM on May 14, 2013, 8 shareholders were registered, representing 60 percent of the total number of issued shares. The AGM was duly established and resolved, among other things, to:
- approve the balance sheets and income statements of the Group for 2012 and grant the Board and CEO from liability for the 2012 management
-
pay a dividend of SEK 0.50/share to shareholders
-
re-elect Bjorn C. Andersson, Robin Ahlström, Frans Boch and Ramanan Raghavendran as Board members and appoint Bjorn C Andersson as Chairman of the Board
- allocate to the Board a total annual fixed fee of 675,000 SEK to be divided by 225,000 SEK to the Chairman and by 150,000 SEK each to every other board member
- adopt guidelines for remuneration of senior executives
- adopt the principles for the composition of the Nominating Committee for 2013 AGM
- adopt the Board's proposed amendments to the Articles of Association
- adopt the Board's proposal to approve the authorization for the repurchase of shares. Shares may be acquired to the extent that the Company's holding of its own shares, on any occasion, does not exceed 10% of all shares in the Company.
EGM December 19, 2013
At an EGM held on December 19, 2013, 13 shareholders were registered, representing 72 percent of the total number of issued shares. The EGM was duly established and resolved, among other things, to:
- elect John D. Chapman, Tony Gardner-Hillman and Andrew Wignall as Board members in replacement of Björn C. Andersson, Robin Ahlström and Frans Boch and elect John D. Chapman as Chairman of the Board
- re-elect Ramanan Raghavendran as Board member
- maintain the level of remuneration to the board at the same level as resolved by the AGM of May 14, 2013
Nomination Committee
The Nomination Committee consists of Mattias Runesson, representing Tardus Intressenter AB, as chairman, Amaury de Poret, representing QVT Fund LP, and NAXS's Chairman John D. Chapman as the convener. The Nomination Committee can be contacted via e-mail to [email protected].
Decision from the AGM 2013 regarding the principles for appointing the Nomination Committee for the AGM 2014
The nomination committee shall have three members. The chairman of the board shall contact the two largest shareholders, with respect to voting power as per the end of the third quarter of the year. These two shareholders are offered to appoint one member each to the nomination committee, in which a member of the board also shall be a member. If any such shareholder chooses not to exercise its right to appoint a member, the right shall pass on to the shareholder who, after the aforementioned shareholder, has the largest shareholding. The chairman of the nomination committee shall be elected by and from the members of the nomination committee. However, a member of the board of the Company may not be chairman of the nomination committee.
If a shareholder, who has appointed a member of the nomination committee, sells a not insignificant part of its shareholding during the tenure of the nomination committee and thereby ceases to be a shareholder with rights to appoint a member of the nomination committee, the member appointed by such shareholder should resign from the nomination committee. Such member shall then be replaced by a member appointed by the shareholder who, based on voting power following the sale, is one of the two largest shareholders in the Company. If such shareholder does not exercise its right to appoint a member of the nomination committee, the procedure above shall be applicable.
In the event a member no longer represents the shareholder who appointed him or her, or in any other way is dismissed from the nomination committee prior to the completion of the nomination committee's work, such shareholder shall be allowed to appoint a new member of the nomination committee.
No fees shall be paid to the members of the nomination committee. The nomination committee shall pursue the tasks that, according to the Swedish Code of Corporate Governance, are the responsibility of a nomination committee
AGM
NAXS highest body is the general meeting where all shareholders are entitled to participate either in person or by proxy. The AGM elects the Board and Chairman of the Board, approve the Company's and the consolidated balance sheets and income statements decide on the disposition of the profits and decides to discharge the Board and CEO. The AGM also appoints the Company's auditors. The AGM also decides on the Board remuneration and approves the principles for remuneration and other terms of employment for senior management. At the AGM, each shareholder has as a general rule the right to vote for all of its shares. AGM decisions are taken by a simple majority of the votes cast. To protect the smaller shareholders, certain decisions taken by qualified majority of the votes cast and the shares represented. In addition, as a general rule the shareholders' meeting must not take decisions which may give an unfair advantage to certain shareholders or be detrimental to the Company or other shareholders.
AGM 2014
The next Annual General Meeting of shareholders in the Company will be held on May 8, 2014, in Stockholm. This Annual General Meeting will be held under the Company's bylaws and comply with the requirements under Swedish law.
Board
Directors' responsibilities
According to the Swedish Companies Act and the Company's by-laws, the Board of Directors is responsible for establishing comprehensive, long-term strategies and objectives, setting budgets and business plans, review and approve financial statements and make decisions regarding investments and significant changes in the Company's organization and operations. The Board also appoints the CEO and sets his/her salary and other compensation.
Board composition
NAXS' Board of Directors shall consist of not less than 3 and not more than 8 members, with up to 5 alternates. The Board consisted of 4 members (no substitutes) during 2013. Until the Extraordinary General Meeting of December 19, 2013, the board consisted of Bjorn C. Andersson, Chairman of the Board, Robin Ahlström, Frans Boch and Ramanan Raghavendran.
At the Extraordinary General Meeting of December 19, 2013, John D. Chapman, Tony Gardner-Hillman, and Andrew Wignall were elected to the board in replacement of Björn C. Andersson, Robin Ahlström and Frans Boch, and Ramanan Raghavendran was re-elected for the period until the next Annual General Meeting. John D. Chapman was elected chairman of the Board of Directors.
Information about the directors elected at the Extraordinary General Meeting of December 19, 2013, is set forth below:
John D. Chapman, Chairman of the Board
John D. Chapman is a lawyer and Chartered Financial Analyst (CFA) specializing in representing shareholder interests in connection with the operation and management of
investment funds and ancillary assets. His experience includes investment funds domiciled in numerous jurisdictions and investing in various asset classes, including debt, equity, private equity and property, in both developed and emerging markets. Mr. Chapman has served as the chairman, executive director, or non-executive director of many publicly traded companies, including ACP Capital Limited and ACP Mezzanine Limited (AIM quoted investment companies investing in European small and mid-cap debt, equity and structured products), the Romania Investment Fund (which invested in Romanian public and private equity), and the Central Asia Regional Growth Fund Plc. (which invested primarily in private equity in the former Soviet Central Asian Republics). Earlier in his career, Mr. Chapman practiced commercial litigation with a large law firm in New York City, served as a federal prosecutor with the United States Department of Justice and also was a Senior Advisor to the United States Treasury Department for the training of local law enforcement bodies in Eastern Europe. Mr. Chapman is a member of the New York State Bar Association and the CFA Institute. Mr. Chapman is a United States citizen.
- Shareholding in the Company: 0
- Attendance at board meetings: 1 of 1
- John D. Chapman is independent of the Company. He is a nominee of the Company's largest shareholder.
Tony Gardner-Hillman
Tony Gardner-Hillman has, through his career as a lawyer and subsequently as an independent director, over 30 years of experience of working with open- and closed-ended investment funds investing in a broad range of asset classes. Mr. Gardner-Hillman qualified as a solicitor in London in 1982 and moved to Jersey in 1984 to join the Jersey law firm Crills, where he was a partner from 1987 to 2002 and headed the Financial Services Business and Regulation team. He was also a non-executive partner of the international law firm Holman, Fenwick & Willan (Jersey partnership) from 1987 to 2003. In 1987 he cofounded Jersey Trust Company (JTC), where he drove the development of the business, including the establishment of the funds administration division. Mr. Gardner-Hillman remained a principal shareholder and director of JTC until disposing of his shareholding and resigning as Non-Executive Group Chairman in 2008. Mr. Gardner-Hillman is a British citizen.
- Shareholding in the Company: 0
- Attendance at board meetings: 1 of 1
- Tony Gardner-Hillman is independent of the Company. He is a nominee of the Company's largest shareholder.
Ramanan Raghavendran
Ramanan Raghavendran has 20 years of private equity experience and currently is a managing partner at Kubera Partners. Kubera Partners is the manager of the Kubera Cross-Border Fund, a closed-end private equity fund listed on the London Stock Exchange (AIM). Previously, Mr Raghavendran has held positions at McKinsey & Company, General Atlantic Partners, Insight Venture Partners, and TH Lee Putnam Ventures. Mr Raghavendran holds a B.S. in Finance from the Wharton School, University of Pennsylvania and a B.S.E. in Computer Science and Engineering from School of Engineering and Applied Sciences at the University of Pennsylvania. Mr Raghavendran is a United States citizen.
- Shareholding in the Company: 0
- Attendance at board meetings: 6 of 8
- Ramanan Raghavendran is independent of the Company. He is a nominee of the Company's largest shareholders.
Andrew Wignall
Andrew Wignall is a Fellow of the Institute of Chartered Accountants in England and Wales having qualified with Ernst & Young in 1989, where he worked as an auditor, primarily with financial services clients. In 1996 Mr Wignall was a founding director of Moore Management Limited, specializing in the management and administration of alternative investment funds, securitization vehicles and special purpose companies. Since leaving Moore in 2007, Mr. Wignall has acted as an independent non-executive director of a number of private equity, real estate and other alternative fund structures. Mr. Wignall's public company and investment fund directorships have included: Alden Global Capital, Atrium European Real Estate, Black Sea Property Fund, DN Capital, GCP Sovereign Infrastructure Debt, Intermediate Capital Group, The Ottoman Fund, Priveq Investments, Quadriga Capital, Stirling Square Capital Partners, Capvis Equity Partners, The Greater Europe Fund, and Invision Private Equity. Mr. Wignall is a British citizen.
- Shareholding in the Company: 0
- Attendance at board meetings: 1 of 1
- Andrew Wignall is independent of the Company. He is a nominee of the Company's largest shareholder.
The CEO is not a board member but participates in the board meetings and provide any required information and presentations;
The CFO participates in the board meetings and provide any required information and presentations;
NAXS meets the NASDAQ OMX stock exchange regulations and the Code's requirements that a majority of the elected board members are independent of the company and that the supervisory board and that at least two of its members are also independent of the company's shareholders.
Board Rules
The Board's work is governed by the annually adopted Rules of Proceedings governing the Board's work, decision-making, signatories and meeting schedule. The Board follows as a guiding principle a set proceedings designed to meet the requirement for a satisfactory information and division of work between the Board and CEO. The Board has established specific CEO's instructions set forth in the Board's Rules. The Board monitors the CEO's activities, is responsible for establishing guidelines for the management of the Company, and ensures that the Company's liquid assets are appropriately invested. The Board is also responsible for developing and monitoring the Company's strategies, plans and objectives, taking decisions on acquisitions and disposals of businesses, major investments, appointments and remuneration of the management and ongoing monitoring of operations during the year.
Chairman
The Chairman is responsible for the Board members receiving regularly the information required to monitor the Company's financial position, earnings, liquidity, economic planning and development, to verify that the Board's decisions are implemented in an efficient manner and that the Board's work is duly evaluated. Furthermore, the Chairman is responsible for the organization of the Nomination Committee and participates in its work.
The Board's work in 2013
During the fiscal year 2013, the Board of NAXS held 8 meetings (7 meetings with its pre-December 19 EGM composition, and 1 meeting with its post-December 19 EGM composition). 2 of the meetings were held by telephone. Under the current rules, the Board shall hold at least five regular meetings per calendar year. All the regular Board
meetings follow a prescribed agenda, which includes a report from the CEO as well as financial reports, updates on investments, financing issues, employment issues and strategic issues. Key issues discussed during the fiscal year 2013 included financing issues, investment issues and distribution issues.
Audit Committee
The Company has decided that the entire Board shall be included in the Audit Committee. The Audit Committee's tasks are described in the Board's Rules. The audit committee shall inter alia monitor the Company's financial reporting, monitoring the effectiveness of the Company's internal controls, risk management on financial reporting, to keep themselves informed about the audit of annual and consolidated accounts, review and monitor the auditors' impartiality and independence, and assist the Nomination Committee in relation to the proposal for the appointment of the auditors.
Compensation Committee
The Company has decided that the entire Board shall be included in the Compensation Committee. The Remuneration Committee's tasks are described in the Board's Rules. The Remuneration Committee shall, inter alia, examine whether the compensation paid to senior executives (i.e. the CEO), is on market term.
Evaluation of the Board's work
The Chairman of the Board annually evaluates the quality of the Board's work and what areas of improvement should be targeted to develop the quality and efficiency of the Board's work. The evaluation results are reported in the Election Committee.
Company Management
During 2013, the management of the NAXS Group consisted of Lennart Svantesson as CEO. Mr. Svantesson has extensive experience in executive positions in listed and unlisted companies. He has been CEO of Bure Equity AB, CEO of Scribona AB, CEO of Nimbus Boats AB, Managing Director of Arthur D. Little Scandinavia AB and Senior Vice President of Volvo Car Corporation.
Mr. Svantesson has an MSc from Chalmers University of Technology and has studied economics at the University of Gothenburg. He is a Swedish citizen.
• Shareholding in the Company: 30 000 through own company whereof 10 000 through pension insurance.
The Company's Chief Executive Officer
The CEO is responsible for the Company's operational management in accordance with the guidelines and instructions of the Board of Directors and shall ensure that the Board receives the information required for its for decision-making regarding the Company's and Group's financial position, earnings, liquidity and development. The CEO attends the board meetings, where he reports.
Auditors
NAXS's auditors are appointed by the AGM for a period of one year. The current period runs out in 2014, and the next election is thus to take place at the 2014 AGM. The Company's registered accounting firm is Ernst & Young, and its chief auditor is authorized auditor Rickard Anderson. Rickard Anderson has been the Company's auditor since 2009. The external auditor's role is to, on the shareholders' behalf and in accordance with applicable laws and regulations, review the Company's accounts, consolidated accounts, annual report, the Board of Directors and Corporate Governance Report. In addition, the Company's interim report for the third quarter of 2013 was reviewed by the auditors. The chief auditor also submits an audit report to the AGM.
Board fees
In accordance with the decisions of the AGM and the EGM of December 19, 2013, the Board of Directors receive annual fees amounting to a total of 675 000 SEK. The Chairman receive 225 000 SEK, while the other members of the Board receive 150 000 SEK each. The board members are appointed for a period running until the 2014 AGM. For more information on compensation paid to the Board and senior executives, see Note 3 Employees and staff costs.
Guidelines for remuneration and other benefits for senior executives
Before each AGM, the Board shall develop guidelines for determining salaries and other compensation for the CEO and other senior executives of the Company. The 2013 AGM adopted the proposal submitted by the Board regarding guidelines for remuneration to executive management and senior executives. This group includes the CEO.
Current guidelines for executive compensation
The Board proposes that the AGM resolves that the following guidelines shall apply to compensation for senior executives for the period until the next AGM. Remuneration to senior executives should be competitive and enable the Company to attract and retain talented senior executives. Remuneration shall be appropriate in such a way as to justify a long-term value creation for the Company. Compensation may consist of four parts: fixed salary and fees, variable remuneration, which includes share-and share-related incentive, pension contributions, and other economic benefits.
The Board decides which structure the remuneration shall consist of in order to efficiently fulfill its purpose. In the case of variable remuneration shall be paid, these must be linked to predetermined and measurable criteria and be designed with a view to promoting the long-term value creation. Variable compensation may amount to up to 50 percent of fixed salary. Any share and share related incentive programs should be designed in such a way as to promote an alignment of interest between shareholders and senior executives. The board shall be entitled to deviate from the guidelines above if the board, in certain cases, deems that there are special reasons to motivate such deviation.
Guidelines to be applied until the next Annual General Meeting The above guidelines are unchanged.
Financial reporting
The Board should document how it ensures the quality of financial reporting and communicating with the auditors. The Board is responsible for the quality of financial reporting in each quarterly report. The Board reviews critically the accounting and financial reports issued by the Company, compliance, and any significant uncertainty in the reporting. The auditors attended one regular meeting of the Board. The entire Board takes note of the interim reports before they are published. The Company's auditors attend the Board meeting in connection with the approval of the Company's annual report. The Board has met with the auditors as part of the auditors' review of the Company for the financial year 2013.
The Board's responsibilities
Internal control
The Board is responsible for the internal controls under the Swedish Companies Act and the Code. The following description of internal control and risk management of financial reporting has been prepared in accordance with the Code.
NAXS has a centralized organization. The CEO is the only employee in the Company, the other professionals being engaged on a consultancy basis. The Group has a clear division of responsibilities and internal controls, which is the reason why the need for a separate
internal audit function does not exist. Internal control and performance monitoring is done at several levels within the Group, both at the subsidiary level and at Group level.
Control environment
Internal control covers all companies within the Group and includes control of accuracy and reliability of reporting and ensuring that the adopted practices and policies are followed.
NAXS has established policies and procedures, including rules of proceedings for the Board, instructions for the CEO, instructions for financial reporting, financial and investment policy and authorization rules. Guidelines are also available for decision making regarding the costs, private equity fund investments and more. Reporting Instructions are designed to support a relevant reporting that follows the organization's structure.
NAXS accounting policies and principles follow IFRS, which ensures a consistent and rigorous financial reporting.
Risk assessment
NAXS is exposed to a variety of risks, both externally and internally. The basis for risk management and risk assessment is to identify and analyze the Company's risks. Risk management is an integral part of the funds evaluation process to ensure that its policies are followed. Comprehensive risk assessments are carried out and where appropriate lead to specific measures to address existing risks.
Control Activities
Control activities consist of routines and procedures that ensure management directives are carried out and that control objectives for the management of significant risks are reached. Control activities are implemented in the organization. Activities include, among others, approval, verification, reconciliation, performance monitoring and allocation of tasks. NAXS assesses quarterly the valuations reports from underlying funds. The Group management makes regular controls, the results of which are reported to the Board.
Information and communication
Appropriate information and communication are essential for the internal control systems to function appropriately. NAXS receives quarterly reports from underlying funds relating the development of each fund. The Company's CFO then compiles a report on the Company's share of the private equity private equity fund investments and the value of such investments, which is presented to the CEO and Board. NAXS have a small organization, which facilitates effective communication and information between the Company management and the Board.
Follow-up
Monitoring is conducted in the ordinary course of business and forms part of the management's regular activities when carrying out their duties. Any weaknesses in internal controls should be reported to the Board.
Proposal for appropriation of earnings
The Board of Directors proposes to the AGM the following appropriation of earnings of the Parent Company:
| Total | 577 501 662 |
|---|---|
| To be carried forward | 547 726 378 |
| Dividend, 2.00 per share | 29 775 284 |
| be appropriated as follows: | |
| Total | 577 501 662 |
| Net loss for the year | -4 204 445 |
| Retained earnings | 4 000 160 |
| Share premium reserve | 577 705 947 |
The number of shares that has a right to dividend could decrease at the time of the AGM as a result of the Company's repurchase of its own shares.
The Board's opinion on the proposed distribution
The proposed dividend of SEK 2.00 per share– provided it is approved by the AGM – reduces the Company's equity ratio to 99,8 percent and is within the Company's maximum threshold of 125 percent of equity in relation to commitments to and/or investments in underlying funds. The equity ratio is satisfactory. Liquidity in the Company can be maintained at a similarly satisfactory level.
The Board believes that the proposed dividend will not prevent the Company from fulfilling its obligations in the short and long term, nor affect its ability to honor capital calls. The proposed distribution can be justified with reference to the provisions of ABL Chapter 17, Section 3, § 2–3 (precautionary principle).]
Reference is otherwise made to the income statement and balance sheet, including the comments thereto.
Consolidated income statement Amounts in SEK 000s
| Note | 2013 | 2012 | |
|---|---|---|---|
| Change in value | 1 | 63 501 | 63 235 |
| Operating costs | 2 | -9 698 | -8 597 |
| Cost for personnel | 3 | -1 572 | -1 581 |
| Operating profit | 52 231 | 53 056 | |
| Financial items | |||
| Financial income | 5 | 768 | 2 737 |
| Financial expenses | 6 | -1 | -115 |
| Net Financial items | 767 | 2 622 | |
| Profit after financial items | 52 998 | 55 678 | |
| Income taxes | 10 | 1 181 | -765 |
| Net profit | 54 179 | 54 913 | |
| Earnings per share, SEK * | 3,64 | 3,66 | |
| * Basic and diluted |
Consolidated statement of comprehensive income Amounts in SEK 000s
| 2013 | 2012 | |
|---|---|---|
| Net income | 54 179 | 54 913 |
| Other comprehensive income | ||
| Items which will be reversed to the income statement | ||
| Exchange differences | -1 045 | - |
| Total comprehensive income | 53 134 | 54 913 |
| Attributable to: | ||
| Equity holders in the parent company | 53 134 | 54 913 |
| Net profit | 53 134 | 54 913 |
Consolidated balance sheet Amounts in SEK 000s
| Note | 31/12 2013 | 31/12 2012 | |
|---|---|---|---|
| Assets | |||
| Private equity fund investments | 8 | 522 428 | 487 173 |
| Deferred tax asset | 10 | 1 414 | 233 |
| Total non-current assets | 523 842 | 487 406 | |
| Other current receivables | 101 | 78 | |
| Prepaid expenses and accrued income | 11 | 103 | 72 |
| Cash and cash equivalents | 131 008 | 122 624 | |
| Total current assets | 131 212 | 122 774 | |
| Total assets | 655 054 | 610 180 | |
| Equity | 12 | ||
| Share capital | 750 | 750 | |
| Other capital contribution | 577 706 | 577 706 | |
| Retained earnings | 75 347 | 30 854 | |
| Equity attributable to equity holders of the | |||
| parent company | 653 803 | 609 310 | |
| Total equity | 653 803 | 609 310 | |
| Current liabilities | |||
| Accounts payable | 121 | 54 | |
| Other current liabilities | 77 | 95 | |
| Accrued expenses and deferred income | 13 | 1 053 | 720 |
| Total liabilities | 1 251 | 870 | |
| Total equity and liabilities | 655 054 | 610 180 | |
| PLEDGED ASSETS AND CONTINGENT LIABILITIES | |||
| Pledged assets | None | None | |
| Contingent liabilities | None | None |
Consolidated statement of changes in equity Amounts in SEK 000s
| Equity attributable to shareholders of the | |||||
|---|---|---|---|---|---|
| Parent Company | |||||
| Retained | |||||
| Other | earnings, incl. | ||||
| Share | contributed | profit/loss for | Total | ||
| Capital | capital | the year | Equity | ||
| Opening balance 1/1 2013 | 750 | 577 706 | 30 854 | 609 310 | |
| Other comprehensive income | -1 045 | -1 045 | |||
| Net income | 54 179 | 54 179 | |||
| Total changes in assets, excluding | |||||
| transactions with shareholders | 750 | 577 706 | 83 988 | 662 444 | |
| Repurchase of own shares | -1 194 | -1 194 | |||
| Dividend paid | -7 447 | -7 447 | |||
| Balance at year-end 2013 | 750 | 577 706 | 75 347 | 653 803 | |
| Opening balance 1/1 2012 | 750 | 577 706 | -16 300 | 562 156 | |
| Net income | 54 913 | 54 913 | |||
| Total changes in assets, excluding | |||||
| transactions with shareholders | 750 | 577 706 | 38 613 | 617 069 | |
| Repurchase of own shares | -1 779 | -1 779 | |||
| Dividend paid | -5 979 | -5 979 | |||
| Balance at year-end 2012 | 750 | 577 706 | 30 854 | 609 310 |
Consolidated statement of cash flows Amounts in SEK 000s
| Note 14 | 2013 | 2012 | |
|---|---|---|---|
| Operating activities | |||
| Profit after financial items | 52 998 | 55 678 | |
| Adjustment for non-cash items, etc. | -26 879 | -56 169 | |
| 26 119 | -491 | ||
| Income tax, paid | - | - | |
| Cash flow from operating activities before | |||
| changes in working capital | 26 119 | -491 | |
| Increase (-)/decrease(+) in operating receivables | -54 | 153 | |
| Increase (-)/decrease(+) in operating liabilities | 382 | -145 | |
| Cash flow from operating activities | 26 447 | -483 | |
| Investing activities | |||
| Acquisitions of private equity fund investments | -76 509 | -86 456 | |
| Repayments of private equity fund investments | 68 134 | 15 401 | |
| Cash flow from investing activities | -8 375 | -71 055 | |
| Financing activities | |||
| Repurchase of own shares | -1 194 | -1 779 | |
| Dividend | -7 447 | -5 979 | |
| Cash flow from financing activities | -8 641 | -7 758 | |
| Cash flow during the year | 9 431 | -79 296 | |
| Cash and cash equivalents, beginning of the year* | 122 624 | 202 028 | |
| Exchange-rate differences in cash and cash equivalents | -1 047 | -109 | |
| Cash and cash equivalents at the end of the | |||
| period | 131 008 | 122 624 | |
* Including short-term investments
Parent company income statement Amounts in SEK 000s
| Note | 2013 | 2012 | |
|---|---|---|---|
| Operating costs | 2 | -2 648 | -1 919 |
| Cost for personnel | 3 | -1 327 | -1 352 |
| Operating loss | -3 975 | -3 271 | |
| Financial items | |||
| Result from shares in group companies | 4 | - | 30 127 |
| Financial income | 5 | 1543 | 5 998 |
| Financial expenses | 6 | -2954 | -2 |
| Loss after financial items | -5 386 | 32 852 | |
| Income taxes | 10 | 1 181 | -765 |
| Net loss for the period | -4 205 | 32 087 |
Statement of comprehensive income
Amounts in SEK 000s
| 2013 | 2012 | |
|---|---|---|
| Net loss for the period | -4 205 | 32 087 |
| Other comprehensive income | - | - |
| Total comprehensive income for the period | -4 205 | 32 087 |
Parent company balance sheet Amounts in SEK 000s
| Note | 31/12 2013 | 31/12 2012 | |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Financial assets | |||
| Shares in group companies | 7 | 481 802 | 376 139 |
| Receivables from Group companies | 9 | 22 934 | 96 182 |
| Deferred tax asset | 10 | 1 414 | 233 |
| Total non-current assets | 506 150 | 472 554 | |
| Current assets | |||
| Receivables from group companies | 9 | 69 | - |
| Other current receivables | 101 | 79 | |
| Prepaid expenses and accrued income | 11 | 103 | 72 |
| Total current assets | 273 | 151 | |
| Cash and cash equivalents | 72 507 | 118 782 | |
| Total current assets | 72 780 | 118 933 | |
| TOTAL ASSETS | 578 930 | 591 487 | |
| SHAREHOLDER´S EQUITY AND LIABILITIES |
|||
| Equity | 12 | ||
| Restricted | |||
| Share capital (no. of shares 15 000 000) | 750 | 750 | |
| 750 | 750 | ||
| Non restricted | |||
| Share premium reserve | 577 706 | 577 706 | |
| Retained earnings | 4 001 | -19 445 | |
| Earnings for the year | -4 205 | 32 087 | |
| 577 502 | 590 348 | ||
| Total equity | 578 252 | 591 098 | |
| Current liabilities | |||
| Accounts payable | 83 | 56 | |
| Liabilities to group companies | 100 | 100 | |
| Other current liabilities | 77 | 96 | |
| Accrued expenses and deferred income | 13 | 418 | 137 |
| Total liabilities | 678 | 389 | |
| TOTAL EQUITY AND LIABILITIES | 578 930 | 591 487 | |
| PLEDGED ASSETS AND CONTINGENT LIABILITIES | |||
| Pledged assets | None | None | |
| Contingent liabilities | None | None |
Parent company statement of changes in equity Amounts in SEK 000s
| Restricted equity | Unrestricted equity | ||||
|---|---|---|---|---|---|
| Share | Share premium | Retained | Profit/loss | Total | |
| capital | reserve | earnings | for the year | equity | |
| Opening balance 1/1 2013 | 750 | 577 706 | 12 642 | 591 098 | |
| Profit for the year | -4 205 | -4 205 | |||
| Total changes in assets, excluding transactions |
|||||
| with shareholders | 750 | 577 706 | 12 642 | -4 205 | 586 893 |
| Share repurchase | -1 194 | -1 194 | |||
| Dividend paid | -7 447 | -7 447 | |||
| Balance at year-end 2013 | 750 | 577 706 | 4 001 | -4 205 | 578 252 |
| Opening balance 1/1 2012 | 750 | 577 706 | -11 686 | 566 770 | |
| Profit for the year | 32 087 | 32 087 | |||
| Total changes in assets, excluding transactions |
|||||
| with shareholders | 750 | 577 706 | -11 686 | 32 087 | 598 856 |
| Share repurchase | -1 779 | -1 779 | |||
| Dividend paid | -5 979 | -5 979 | |||
| Balance at year-end 2012 | 750 | 577 706 | -19 444 | 32 087 | 591 098 |
| Parent company statement of cash flows | |||
|---|---|---|---|
| Amounts in SEK 000s | Note 14 | 2013 | 2012 |
| Operating activities | |||
| Profit after financial items | -5 386 | 32 852 | |
| Adjustment for non-cash items, etc. | 2 953 | -30 829 | |
| Cash flow from operating activities before | |||
| changes in working capital | -2 433 | 2 023 | |
| Increase (-)/decrease(+) in operating receivables | -122 | -79 | |
| Increase (-)/decrease(+) in operating liabilities | 289 | -272 | |
| Cash flow from operating activities | -2 266 | -1672 | |
| Investing activities | |||
| Increase (-)/decrease(+) in group receivables | -35 368 | -73 851 | |
| Cash flow from investing activities | -35 368 | -73 851 | |
| Financing activities | |||
| Repurchase of own shares | -1 194 | -1 779 | |
| Dividend | -7 447 | -5 979 | |
| Cash flow from financing activities | -8 641 | -7 758 | |
| Cash flow during the year | -46 275 | -79 937 | |
| Cash and cash equivalents, beginning of the year | 118 782 | 198 719 | |
| Cash flow from investing activities | 72 507 | 118 782 |
Notes to the financial statements Accounting policies
Corporate information
The consolidated financial statements of NAXS Nordic Access Buyout Fund AB (publ) ("NAXS", the "Group" or the "Company") for 2013 have been prepared by the Board of Directors and the CEO. The financial statements are subject to the approval of the Annual Meeting of the shareholders to be held on May 8, 2014. The Parent Company is a Swedish limited company (publ) incorporated and domiciled in Stockholm, Sweden whose shares are publicly traded on the NASDAQ OMX Stockholm. NAXS focuses on investments in Nordic buyout funds. The objective is to make the Nordic private equity market accessible for a broader range of investors, while offering liquidity through the Company's publicly traded shares.
General
These financial statements are prepared in accordance with GAAP follows. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and interpretations of International Financial Reporting Interpretations Committee (IFRIC) as adopted by the EU. Furthermore, the Council for financial reporting and recommendation RFR 1 Supplementary Accounting apply. The annual report for NAXS Nordic Access Buyout Fund AB (publ) has been prepared according to the Annual Council for financial reporting RFR 2 Accounting for Legal Entities. Differences in Parent accounting policies are due to limitations in the ability to apply IFRS as a result of the Annual Accounts Act and, in some cases because of the tax rules. The main differences are described below under "Differences between the Group and Parent Company".
Application of new and revised accounting
International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC) has issued and it has adopted new and revised standards with effect from financial year 2014:
None of the new and revised accounting rules have any significant effect on the Company's financial statements.
Standards, amendments and interpretations that have not yet entered into force or approved by the EU and which have not been early adopted by the Group.
The Group has estimated that the new standards, amendments and interpretations that are expected enter into force in 2014 will not have any material effect on the financial performance and position.
Basis for establishing the parent company and consolidated financial statements
The Parent Company's functional currency is the Swedish krona, the reporting currency of the Parent Group. This means that the financial statements are presented in Swedish kronor. All figures, unless otherwise indicated, rounded to the nearest thousand. Rounding differences may occur.
Valuation of assets and liabilities is based on historical cost. The following assets and liabilities are valued in other ways:
- Private equity fund investments are valued at fair value
- Valuation of deferred tax assets and liabilities based on how the carrying values of assets or liabilities are realized or settled. Deferred tax is calculated using the current tax rate.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates.
The following accounting policies for the Group and parent company have been applied consistently to all periods presented in the consolidated and Parent Company financial statements.
Basis of consolidation
The consolidated accounts include the Parent and subsidiaries. Subsidiaries are those enterprises in which the Company holds more than 50% of the voting rights or otherwise has control over. All business combinations are accounted for under the purchase method. Divested companies are consolidated until the date of sale. Companies acquired during the year are consolidated from the date of acquisition.
Financial assets and liabilities and other financial instruments
Financial instruments recognized in the balance sheet include cash and cash equivalents and fund's investments. Liabilities include accounts payable. Financial instruments are initially recorded at cost equivalent to the fair value plus transaction costs for all financial instruments except those classified as financial assets at fair value through profit or loss.
Financial assets
The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, financial instruments held to maturity and financial assets available for sale. Classification depends on the purpose for which the investments were acquired. The Group determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date. The following describes only those categories that are relevant for the Group.
Financial assets at fair value through profit and loss
Financial assets in this category are carried at fair value with changes in value recorded in the consolidated income statement. This group includes investments in private equity funds (known as buyout funds). NAXS has chosen to assign to this category financial assets that according to the management's and the Board's risk management and investment strategy are managed and evaluated based on actual values. All investments in private equity fund investments are in this category.
Unlisted holdings in private equity funds are valued at the Company's share of the valuation that the fund administrator reports for the fund's total holdings, and is normally updated when a new valuation is obtained. If NAXS estimates that the fund administrator's valuation does not adequately take into account factors affecting the valuation of the underlying holdings, or if the valuation is materially different from the IFRS principles, an adjustment of the valuation is made. Public holdings held by underlying funds are valued based on the holdings' share price at closing.
Loans and receivables
Loans and receivables are financial assets that are not derivatives with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the reporting year end, which are classified as fixed assets. The Group's loans and receivables consist of other financial assets and liquid assets on the balance sheet.
Cash and cash equivalents consist of cash and immediately available deposits in banks and similar institutions and short-term highly liquid investments with a maturity of purchase price of less than three months and subject to an insignificant risk of changes in value.
Financial liabilities
Accounts payable have a short expected and are valued at face value. In addition, the Group has no significant financial liabilities.
Changes in value
For private equity fund investments that existed at both the start of that at the end of the year, their change in value is the difference in valuation between these dates. For private equity fund investments realized during the year, the change in value is the difference between the moneys received and the valuation at the beginning of the year.
Transactions, receivables and liabilities in foreign currency
Transactions in foreign currencies are translated at the exchange rate prevailing on the transaction date. Monetary assets and liabilities are translated at the closing date balance sheet date. Exchange differences arising on translation are recognized in the income statement. Non-monetary assets and liabilities are recorded at historical rates, i.e. the rates prevailing at each transaction date except for holdings in private equity funds which is valuated at fair value through the income statement.
Foreign operations
Transactions in foreign currencies are translated into the functional currency using the exchange rate prevailing on the transaction date. The functional currency of the Company, including its subsidiary in Norway is the Swedish krona. Excess liquidity in the subsidiaries is usually placed in Swedish interest-bearing securities.
Provisions
A provision is recognized when as a result of a past event there is a legal or informal obligation and it is likely that it must be met and the amount can be reliably estimated. Where the effects of when in time the payment is made is material, the provision should be made at the present value of the expenditure which is expected to be required to settle the obligation.
Contingent
A contingent liability exists if there is a possible obligation that arises from past events and whose existence will be confirmed only by one or more uncertain future events, and when there is a commitment that is not recognized as a liability or provision because it is unlikely that a outflow of resources will be required or the liability cannot be measured with sufficient reliability. The disclosure is made unless the possibility of an outflow of resources is remote.
Leases
Income tax comprises current and deferred tax. Income tax is recognized in the income tax relates to items recognized in the income statement. Income tax is recognized directly in equity when the tax relates to items recognized directly in equity.
Current tax comprises tax based on taxable income for the current year and any adjustments relating to prior years.
Deferred tax is calculated on the differences (temporary differences) between assets and liabilities and taxable values on the other hand, their carrying values. The deferred tax is calculated on the basis of the tax rates that are deemed applicable to the tax regulation. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized only when it is probable that the deductible temporary differences can be utilized and lead to a reduction in future tax payments.
The cash flow statement
In preparing the cash flow analysis, the indirect method is used. In the application of the indirect method the net change in receipts and disbursements in operating activities is calculated by adjusting the net income for the change in operating assets and liabilities, items not included in cash and items included in cash flow for investing and financing activities. Cash equivalents in the cash flow statement is included in cash when the placements are short term only and is subject to an insignificant risk of changes in value.
Reporting by operating segment
Operating segments are reported in a manner consistent with the internal reporting provided to the CEO. The CEO is responsible for allocating resources and assessing the operating segments. The group has been identified this function as the CEO. The investment strategy is oriented towards a diversified fund portfolio so that the holdings in the funds be evaluated as a whole, the Group has only one operating segment.
Critical accounting estimates
The consolidated financial statements are prepared in accordance with IFRS. The following are the main areas in which critical judgments made in applying the Group's accounting policies and key sources of estimation uncertainty.
Private equity fund investments
Private equity fund investments are valued at fair value according to the methods described above. Private equity fund investments are valued under the fair value method at fair value through the profit and loss statement. NAXS has chosen to assign to this category the ownership of private equity fund investments that, under the Company's risk management and investment strategy, are valued based on actual values. All private equity fund investments are unlisted. Private equity fund investments are valued based on the Company's portion of the value that the fund manager attributes to the fund's total holdings, and is normally updated when the new valuation obtained. If NAXS estimates that the fund administrator has not sufficiently taken into account factors affecting the value of the underlying holdings, or if the valuation has been considered to differ materially from IFRS rules, NAXS proceeds to a valuation adjustment.
Key sources of estimation uncertainty
In the application of valuation principles, assumptions and estimates are made in relation to factors that are uncertain at the time the valuation. Changes in assumptions could have a significant effect on the financial statements of the periods when the assumptions change. The above paragraph describes the valuation principles that require assumptions and estimates. Private equity fund investments are valued at fair value. The Group applies its methods on a consistent basis between periods, but the fair value measurement always requires a significant degree of assessments. Based on the controls that it applies, NAXS believes that the actual figures reported in the balance sheet and changes in fair value recognized in the income statement are thorough and balanced and reflect the underlying economic values.
Differences between the Group and Parent Company
The Parent Company follows the same accounting principles as with the following exceptions.
Formats
The balance sheet and income statement of the Parent Company are established in accordance with what is stated in the Annual Accounting Act.
Shares in subsidiaries
Shares in subsidiaries are accounted for under the cost method.
Notes
Amounts in KSEK unless otherwise stated.
| Note 1 Changes in value | Group | |
|---|---|---|
| 2013 | 2012 | |
| Changes in value of private equity fund investments in the closing | ||
| balance | 63 501 | 63 235 |
| Total | 63 501 | 63 235 |
| Of which changes in value caused by exchange rate changes | 15 054 | -11 314 |
| Of which changes in value determined with valuation | ||
| techniques | 11 827 | 74 549 |
| Changes in value caused by changes in exchange rates are calculated by comparing the |
exchange rate at the beginning and end of the period. It is the relevant fund's reporting currency that is the basis for calculation
Note 2 Other external expenses
| Group | Parent company | |||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Remuneration to the investment advisor | 6 086 | 5 827 | - | - |
| Carry to the investment advisor | 456 | - | - | - |
| Other consulting fees | 2 368 | 1 725 | 1 917 | 1 270 |
| Other expenses | 788 | 1 045 | 731 | 649 |
| 9 698 | 8 597 | 2 648 | 1 919 |
Auditors' fees are included in other professional fees in amounts as follows:
| Group | Parent company | |||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Ernst & Young AB | ||||
| Auditing | 227 | 239 | 126 | 176 |
| Auditing in addition to the audit assignment | 180 | 217 | 110 | 118 |
| Tax Advice | 292 | 257 | 12 | 38 |
| Other Services | 391 | - | 391 | - |
| Total remuneration to auditors | 1 078 | 713 | 627 | 332 |
Auditing assignments involve the review of the accounting and annual financial statements, of the Board of Directors and the CEO. Audit outside of the auditing assignment relates to the costs of quality audits, such as review of interim reports and prospectuses. Other expenses relates to costs that are not classified as Audit, Accounting Operations, or tax advice.
Note 3 Employees and personnel expenses
| 2013 | 2012 | |||
|---|---|---|---|---|
| Average number of employees | Men | Women | Men | Women |
| Sweden | ||||
| Parent Company | 0,2 | - | 0,2 | - |
| Norway | - | - | - | - |
| Total | 0,2 | - | 0,2 | - |
| 2013 | 2012 | |||
| Variable | Variable | |||
| Board | remune | Board | remune | |
| Salaries and remuneration | and CEO | ration | and CEO | ration |
| Sweden | ||||
| Parent Company | 1 175 | - | 1 175 | - |
| Norway | 215 | - | 201 | - |
| Total | 1 390 | - | 1 376 | - |
Salaries, remuneration and social security costs
| Group | Parent company | |||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Salaries and other remuneration | 1 390 | 1 376 | 1 175 | 1 175 |
| Contractual pensions for the Board and CEO | - | - | ||
| Contractual pensions to others | - | - | ||
| Other social security costs | 182 | 205 | 152 | 177 |
| Total | 1 572 | 1 581 | 1 327 | 1 352 |
At the end of the year, there were no outstanding pension obligations to the Board of Directors or CEO in the Group and Parent Company. The period of notice for the CEO on the part of the Company is six months.
There are no agreements for pensions and severance pay for the CEO.
| Group | Parent company | |||
|---|---|---|---|---|
| Proportion women | 2013 | 2012 | 2013 | 2012 |
| Board of Directors | 20% | 20% | 0% | 10% |
| Group Management | 0% | 0% | 0% | 0% |
| Note 3 (continued) | Group | ||
|---|---|---|---|
| 2013 | 2012 | ||
| Base salary/ | Base salary/ | ||
| board | board | ||
| Remuneration and other benefits during the year | remuneration | remuneration | |
| Björn C Andersson | 225 | 225 | |
| Robin Ahlström | 150 | 150 | |
| Frans Boch | 150 | 150 | |
| Ramanan Raghavendran | 150 | 75 | |
| Birgitta Johansson-Hedberg | - | 75 | |
| Lennart Svantesson | 500 | 500 | |
| Other executives (0 persons) | - | - | |
| Total | 1 175 | 1 175 |
The aggregate remuneration for the directors for the period until the AGM in 2013 amounted to KSEK 675 including KSEK 225 for the Chairman. The Group also includes KSEK 200 in directors' fees for the Chairperson of the Norwegian subsidiary, who is not a member of the Board of the Parent Company.
An agreement relating to variable compensation exists for the previous CEO, which is based on dividends from underlying funds and is limited to a maximum of half the annual salary. No variable remuneration was paid in 2013 and 2012.
Note 4 Result from shares in Group companies
| Group | Parent company | |||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Dividend | - | - | 367 867 | - |
| Write-down of shares in subsidiaries | - | - | -367 867 | - |
| Reversal of write-down of shares in | ||||
| subsidiaries | - | - | - | 30 127 |
| Total | - | - | - | 30 127 |
Note 5 Interest income and similar items
| Group | Parent Company | |||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Interest income | ||||
| Group companies | - | - | 877 | 2 608 |
| Others | 768 | 2 737 | 666 | 2 688 |
| Net exchange-rate changes | - | - | - | 702 |
| Total | 768 | 2 737 | 1 543 | 5 998 |
Note 6 Financial expenses
| Group | Parent company | ||||
|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | ||
| Financial expenses | - | 6 | - | 2 | |
| Net exchange-rate changes | 1 | 109 | 2 954 | - | |
| Total | 1 | 115 | 2 954 | 2 |
Note 7 Participation in Group companies
| Parent company | |||
|---|---|---|---|
| 31/12 | 31/12 | ||
| 2013 | 2012 | ||
| Accumulated acquisition value | |||
| At the beginning of the year | 376 139 | 346 013 | |
| Purchase | 105 663 | - | |
| Received dividend of shares | 367 867 | ||
| Write-down/ reversal of write-down of | |||
| shares in subsidiaries | -367 867 | 30 127 | |
| At the end of the year | 481 802 | 376 139 |
Specification of participations in Group companies
| Total | 481 802 | ||
|---|---|---|---|
| Stockholm | 1 000 | 100 | 100 |
| NAXS Nordic Access Buyout AB, 556735-9947, | |||
| Copenhagen | 501 000 | 100 | 473 530 |
| NAXS Nordic Access Buyout A/S, 34801525, | |||
| NAXS Nordic Access Buyout AS, 990 796 114, Oslo | 100 | 100 | 8 172 |
| Group companies, Corp. Reg. No., registered office | of shares | voting rights | 2013 |
| Number | capital and | 31/12 | |
| % of share |
| Note 8 Private equity fund investments | Group | ||
|---|---|---|---|
| 31/12 | 31/12 | ||
| 2013 | 2012 | ||
| Unlisted holdings measured at fair value | 522 428 | 487 173 | |
| Total | 522 428 | 487 173 |
Private equity fund investments
| Reported valuation at year end | 522 428 | 487 173 |
|---|---|---|
| Revaluations | 26 881 | 67 591 |
| Exchange-rate differences | -68 134 | -11 314 |
| Investments | 76 508 | 71 055 |
| Opening balance | 487 173 | 359 840 |
Note 8 (continued)
Effect of other tax rates for foreign
Private equity fund investments are valued at fair value according to the methods described above. Private equity fund investments are valued under the fair value method at fair value through the profit and loss statement. NAXS has chosen to assign to this category, the ownership of private equity fund investments that, under the Company's risk management and investment strategy are valued based on actual values. All private equity fund investments are unlisted. Private equity fund investments are valued based on the Company's share of the value that the fund manager attributes to the fund's total holdings, and is normally updated when the new valuation obtained. If NAXS estimates that the fund administrator has not sufficiently taken into account factors affecting the value of the underlying holdings, or if the valuation has been considered to differ materially from IFRS rules, NAXS proceeds to a valuation adjustment.
NAXS assesses regularly the fund managers' valuation techniques and ensures that the valuation of the unlisted holdings are conducted on the basis of the "International Private Equity and Venture Valuation Guidelines" prepared and published jointly by the venture capital organizations EVCA, BVCA and AFIC. Listed holdings are valued on the basis of their share price.
| Note 9 Receivables from Group companies | Parent company | |||
|---|---|---|---|---|
| 31/12 | 31/12 | |||
| 2013 | 2012 | |||
| Opening balance | 96 182 | 21 397 | ||
| Change during the year | -73 179 | 74 785 | ||
| At year end | 23 003 | 96 182 | ||
| Note 10 Taxes | Group | Parent company | ||
| 2013 | 2012 | 2013 | 2012 | |
| Current tax | ||||
| Tax expenses for the period | - | - | - | - |
| - | - | - | - | |
| Deferred tax | ||||
| Deferred tax income in capitalised tax | ||||
| value in deductible deficits during the | ||||
| year | 1 181 | - | 1 181 | - |
| Deferred tax expense in during the year | ||||
| utilized capitalised deductible deficits | - | -765 | - | -765 |
| Reported tax expense | 1 181 | -765 | 1 181 | -765 |
| Group | Parent company | |||
| Reconciliation of actual tax | Tax-rate % | 2013 | Tax-rate % | 2013 |
| Profit before tax | 52 795 | -5 386 | ||
| Tax according to applicable tax rate | 22,0% | -11 615 | 22,0% | 1 185 |
| Effect of changed tax rate | 0,0% | -4 | -0,1% | -4 |
subsidiaries 0,4% -193 0,0% - Tax effect of non-taxable income -25,4% 13 419 0,0% - Tax effect of non-deductible expenses 3,3% -1 759 0,0% 0 Loss that cannot be utilised -2,5% 1 334 0,0% - Reported tax -2,2% 1 181 21,9% 1 181
| Note 10 (continued) | Group | Parent company | |||
|---|---|---|---|---|---|
| Reconciliation of actual tax | Tax-rate % | 2012 | Tax-rate % | 2012 | |
| Profit before tax | 55 678 | 32 852 | |||
| Tax according to applicable tax rate | 26,3 | -14 643 | 26,3 | -8 640 | |
| Effect of changed tax rate Effect of other tax rates for foreign |
0,1 | -46 | 0,1 | -46 | |
| subsidiaries | 1,7 | -934 | - | - | |
| Tax effect of non-taxable income | -27,9 | 15 550 | -24,1 | 7 923 | |
| Tax effect of non-deductible expenses | 0,0 | -3 | 0,0 | -3 | |
| Loss that cannot be utilised | 1,2 | -689 | - | - | |
| Reported tax | 1,4 | -765 | 2,3 | -765 |
Reported deferred tax in the balance sheet
| Group | Parent company | |||
|---|---|---|---|---|
| Reported deferred tax assets/-liabilities | 31/12 | 31/12 | 31/12 | 31/12 |
| refers to: | 2013 | 2012 | 2013 | 2012 |
| Deductible deficiency | 1 414 | 233 | 1 414 | 233 |
| 1 414 | 233 | 1 414 | 233 |
Unrecognised deferred tax assets
| Group | Parent company | |||
|---|---|---|---|---|
| 31/12 | 31/12 | 31/12 | 31/12 | |
| 2013 | 2012 | 2013 | 2012 | |
| Attributable to tax losses | 8 368 | 10 909 | - | - |
| 8 368 | 10 909 | - | - |
The tax losses are attributable to the Danish and Norwegian operations. The deficits have no time limit.
Note 11 Prepaid expenses and accrued income
| Group | Parent company | ||||
|---|---|---|---|---|---|
| 31/12 | 31/12 | 31/12 | 31/12 | ||
| 2013 | 2012 | 2013 | 2012 | ||
| Prepaid costs for the listing | 52 | 52 | 52 | 52 | |
| Other prepaid expenses | 51 | 20 | 51 | 20 | |
| Total | 103 | 72 | 103 | 72 |
Note 12 Equity
Group
Share capital
Share capital in the Parent Company.
The number of outstanding shares at the beginning of the year amounted to 14,923,662 shares. The Company holds 112,358 own shares whereof 36,020 shares were repurchased during the year. The number of outstanding shares at the end of the year amounted to 14,887,642. The quota is SEK 0.05 per share.
Other contributed equity
Refers to equity contributed by shareholders. It also includes premiums paid in connection with new stock issues.
Retained earnings, including income for the year
Retained earnings, including income for the year, consist of accumulated income in the Parent Company and its subsidiaries.
Parent Company
Restricted equity
Restricted equity may not be reduced through profit distribution.
Share premium reserve
When shares are issued at a premium, that is, when the price to be paid for the shares exceeds the nominal value of the shares, an amount equivalent to the amount above the nominal value of the shares will be transferred out of the share premium reserve. The share premium reserve is recognized as unrestricted equity.
Unrestricted equity
Retained earnings
Retained earnings consist of the preceding year's unrestricted equity after any transfer to statutory reserve and after any dividend payment. Retained earnings, together with net income for year, comprise the total unrestricted equity in the Company, i.e. the funds available for the dividend to shareholders.
Distributions
NAXS' distribution policy is to make distribution relating to a percentage of proceeds received from the funds. After the balance sheet date, the Board of Directors and the CEO has proposed a dividend of SEK 2.00 per share to be paid for the fiscal year 2013. The decision is subject to approval by the Annual General Meeting on May 8, 2014.
Earnings per share
| Group | ||
|---|---|---|
| 2013 | 2012 | |
| Net profit attributable to equity holders in the parent company Weighted average number of shares outstanding during the year, |
54 179 | 54 913 |
| thousands | 14 888 | 14 949 |
| Profit per share (basic and diluted), SEK | 3,64 | 3,68 |
Capital management
NAXS is financed with equity.
Note 13 Accrued expenses and prepaid revenues
| Group | Parent Company | |||
|---|---|---|---|---|
| 31/12 | 31/12 | 31/12 | 31/12 | |
| 2013 | 2012 | 2013 | 2012 | |
| Accrued Board fee | 133 | 133 | - | - |
| Accrued social security contributions | 32 | 32 | 13 | 13 |
| Other accrued expenses | 888 | 555 | 405 | 124 |
| Total | 1 053 | 720 | 418 | 137 |
Other accrued expenses pertain primarily to accrued overheads.
Note 14 Notes to cash flow statement
| Group | Parent Company | |||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Adjustment for non-cash items | ||||
| Change in value Reverceal of write down of shares in |
-26 881 | -56 278 | - | - |
| subsidiaries | - | - | -30 127 | |
| Unrealised exchange-rate differences | 2 | 109 | 2 953 | -702 |
| Total | -26 879 | -56 169 | 2 953 | -30 829 |
| Group | Parent Company | |||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Interest received | 768 | 2 771 | 666 | 5 296 |
| Interest paid | 2 | 6 | 0 | 2 |
Note 15 Transactions with related parties
In addition to the remuneration of directors and board as described in Note 3, no transactions with related parties occurred during the fiscal year. Other related parties are QVT Fund LP, which holds 50.4 % of the capital.
| Group | Parent Company | |||
|---|---|---|---|---|
| Cash and cash equivalents in cash flow | 31/12 | 31/12 | 31/12 | 31/12 |
| statements | 2013 | 2012 | 2013 | 2012 |
| Short-term investments equivalent to cash | - | - | - | - |
| Cash on hand and balances with banks | 131 008 | 122 624 | 72 507 | 118 782 |
| Total | 131 008 | 122 624 | 72 057 | 118 782 |
| Group | Parent Company | |||
| 31/12 | 31/12 | 31/12 | 31/12 | |
| Reconciliation with balance sheet | 2013 | 2012 | 2013 | 2012 |
| Cash and cash equivalents | 131 008 | 122 624 | 72 507 | 118 782 |
Note 16 Cash and cash equivalents
Note 17 Financial assets and liabilities
| Group 2013 | |||||
|---|---|---|---|---|---|
| Accounts | |||||
| receivable | Total | ||||
| Financial assets and liabilities by | Financial | and loan | Other | carrying | Fair |
| measurement category | assets * | receivable | liabilities | amount | value |
| Private equity fund investments | 522 428 | 522 428 | 522 428 | ||
| Cash and cash equivalents | 131 008 | 131 008 | 131 008 | ||
| Total | 522 428 | 131 008 | 653 436 | 653 436 | |
| Accounts payable | 121 | 121 | 121 | ||
| Total | 121 | 121 | 121 |
* measured at fair value through profit and valued under fair value option.
| Group 2012 | |||||
|---|---|---|---|---|---|
| Accounts | |||||
| receivable | Total | ||||
| Financial assets and liabilities by | Financial | and loan | Other | carrying | Fair |
| measurement category | assets * | receivable | liabilities | amount | value |
| Private equity fund investments | 487 173 | 487 173 | 487 173 | ||
| Cash and cash equivalents | 122 624 | 122 624 | 122 624 | ||
| Total | 487 173 | 122 624 | 609 797 609 797 | ||
| Accounts payable | 54 | 54 | 54 | ||
| Total | 54 | 54 | 54 |
* measured at fair value through profit and valued under fair value option.
Disclosures for measurement at fair values in accordance with the fair value hierarchy
Level 1 – Quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2 – Other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3 – Techniques which use inputs that are not based on observable data.
As at December 31, 2013, the Group held the following financial assets and liabilities measure at fair value:
| Assets | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| Financial assets at fair value through profit or loss | |||
| Private equity fund investments | - | - | 522 428 |
| Total assets | - | - | 522 428 |
As at December 31, 2012, the Group held the following financial assets and liabilities measure at fair value:
| Assets | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| Financial assets at fair value through profit or loss | |||
| Private equity fund investments | - | - | 487 173 |
| Total assets | - | - | 487 173 |
Note 17 (continued)
There are no significant liabilities measured at fair value.
Fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. A market is considered active if quoted prices from an exchange, broker, industry group, pricing service or supervisory body is readily and regularly available and those prices represent actual and regularly occurring market transactions on arm's length. The quoted market price used for the Group's financial assets is the current bid price. These instruments can be found in level 1.
Fair value of financial instruments not traded in an active market is determined using valuation techniques. In this respect, public market information is used as much as possible when this is available while the company-specific information is used as little as possible. If all of the significant inputs needed for fair value measurement of an instrument are observable is the instrument classified in level 2.
In cases where one or more of the significant inputs are not based on observable market data, the instrument is classified in level 3. NAXS' private equity fund investments are classified in Level 3. The Company's specific valuation techniques and critical estimates are reported under accounting policies.
Level 3 investments include the Company's share of the relevant private equity fund's holdings / securities of unlisted companies (in some cases, a private equity fund can also hold listed companies). When observable prices are not available for these securities the fund manager uses one or more valuation techniques (e.g. yield methods or income-based methods), or a combination of techniques, which sufficient and reliable data are available. Within Level 3 consists the use of market approaches generally use earnings multiples of comparable companies, while the use of income-based approach generally consists of the present value of estimated future cash flows, adjusted for liquidity, credit, market and / or other risk factors.
Assumptions, estimates and assumptions used by the fund manager because of the lack of observable inputs may materially affect the fair value of fund holdings and thus NAXS' results.
Because of the company's diversified private equity fund portfolio (different geographical areas, different industries and different vintages) and that each private equity fund has a large number of holdings in various companies (total number of individual investments amounting to 98 at 31 December 2013) a change in the input to the possible fair value alternative assumptions would not involve significant changes in the fair value of the fund units in addition to changes in exchange rates. Note 18 presents a sensitivity analysis of the Company's foreign exchange risk.
The following table shows the changes of instruments at level 3 in 2013.
| Funds valued at fair value | Total | |
|---|---|---|
| Opening balance | 487 173 | 487 173 |
| Investments | 76 509 | 76 509 |
| Repayments | -68 134 | -68 134 |
| Gains and losses recognized in profit or loss | 26 880 | 26 880 |
| Closing balance | 522 428 | 522 428 |
Note 17 (continued) The following table shows the changes of instruments at level 3 in 2012.
| Funds valued at fair value | Total | |
|---|---|---|
| Opening balance | 359 840 | 359 840 |
| Investments | 86 456 | 86 456 |
| Repayments | -15 401 | -15 401 |
| Gains and losses recognized in profit or loss | 56 278 | 56 278 |
| Closing balance | 487 173 | 487 173 |
Note 18 Risk exposure and risk management
Financial risks
The main factors that help to limit the risks of NAXS activities are described below:
- Careful due diligence for new investments in private equity funds
- Diversified portfolio
- Active management and monitoring, and relying on the Investment Adviser's recommendations are the prerequisite for transparency in corporate development and thereby to identify risks.
- The main financial risks that NAXS is exposed to are market risks, including interest rate risk and currency risk.
Price risks
In a large extent, the Company's return on invested capital will depend on the respective underlying private equity fund's performance. NAXS has an investment strategy that results in a diversified portfolio of interests in buyout funds. Moreover, the returns depend on the valuation of the portfolio companies at investment and divestment. At the end of 2013, NAXS had reached an investment level of 80% of equity, and SEK 686 (700) million were committed to eight buyout funds, which represents approximately 105% (115%) of NAXS' total equity.
Interest rate risks
Private equity funds typically use high leverage to finance the investments in their target companies. In a situation where the target's income do not perform well and where market interest rates rise, this may lead to worsening and even negative returns for private equity funds.
Regarding excess liquidity, which is exposed to interest rate risk, the goal is to maximize returns within NAXS' established policy. In addition, a high flexibility is targeted in order to meet potential new needs for liquidity. The investments are made in interest-bearing securities with short maturity, which means that the interest rate duration is less than 12 months.
Because of the Company's diversified portfolio and the large number of underlying fund investments, a qualitative analysis of risks (price and interest rate risk), such as e.g. a sensitivity analysis, could not be effected without unwarranted costs or with a sufficient degree reliability.
Note 18 (continued)
Currency exchange rate risks
NAXS' operations are exposed to currency risk in the investments made in foreign funds. No currency hedging is made because of the long-term investment horizon. The total currency exposure of the private equity fund investments is shown below:
| Total investments in foreign currencies | 2013 | 2012 |
|---|---|---|
| EUR | 41 243 | 43 373 |
| NOK | 26 557 | 28 108 |
Below are what the effect on the results of a currency change of 10% based on the investments at year-end:
| Amounts in KSEK | 2013 | 2012 |
|---|---|---|
| EUR | +/- 36 844 | +/- 38 796 |
| NOK | +/- 2 810 | +/- 3 224 |
Credit risk
Credit risk is the risk of a counterparty or issuer being unable to repay a liability to NAXS. NAXS is exposed to credit risk primarily through the placement of excess liquidity in interest-bearing securities. In order to minimize credit risk excess liquidity is invested in treasury bills and bank accounts with banks with high credit ratings.
Commitment Risk
NAXS can make commitments up to 125 percent of the equity. The total commitments at the end of 2013 amounted to 105 percent of the equity.
Note 19 Definitions
Cash & cash equivalents Cash, bank and short-term investments
Cash per share Cash & cash equivalents in relation to the number of shares
Commitment The maximum amount that a limited partner agrees to invest in a fund
Current commitments
Acquisition cost for private equity fund investments, plus remaining commitments to private equity funds
Net asset value
The fair value of total assets, less net debt (corresponds to equity)
Net asset value per share (Equity per share)
Equity in the relation to the weighted number of shares
Net cash/Net debt
Cash and cash equivalents, short-term investments and interest-bearing current and longterm receivables, less interest-bearing current and long-term liabilities
Private equity fund investments Fair value of investments in private equity funds
Total assets
All assets and liabilities not included in net debt or net cash, which is the same as the balance sheet total, less asset items included in net debt or net cash and less non-interestbearing liabilities
Total exposure to private equity fund investments
Private equity funds investments and remaining commitments to private equity funds
The Board of Directors' certification
The consolidated financial statements and the Annual Report have been prepared in accordance with the international financial reporting standards referred to in European Parliament and Council of Europe Regulation (EC) No. 1606/2002 of 19 July 2002, on application of international financial reporting standards, that disclosures herein give a true and fair view of the Parent Company's and Group's financial position and results of operations. The Administration Report for the Group and for Parent Company gives a true and fair view of the development of the Group's and Parent Company's operations, financial position and results of operations and describes material risks and uncertainties facing the Parent Company and the companies included in the Group.
Stockholm, January 29, 2014 NAXS Nordic Access Buyout Fund AB (publ), Corp. Reg. No. 556712-2972
Chairman Director Director
John D. Chapman Tony Gardner-Hillman Ramanan Raghavendran
Andrew Wignall Lennart Svantesson Director Chief Executive Officer
Our Auditor's Report was submitted on January 29, 2014
Ernst & Young AB
Rickard Andersson Authorized/Approved Public Accountant
Auditor's report
(TRANSLATION FROM THE ORIGINAL REPORT IN SWEDISH)
To the annual meeting of the shareholders of NAXS Nordic Access Buyout Fund AB (publ), corporate identity number 556712-2972
Report on the annual accounts and consolidated accounts
We have audited the annual accounts and consolidated accounts of NAXS Nordic Access Buyout Fund AB (publ ) for the year 2013 (the financial year 2013-01-01—2013-12-31), except for the corporate governance statement on pages 16-23. The annual accounts and consolidated accounts of the company are included in this document on pages 6-50.
Responsibilities of the Board of Directors and the Managing Director for the annual accounts and consolidated accounts
The Board of Directors and the Managing Director are responsible for the preparation and fair presentation, of the annual accounts in accordance with the Annual Accounts Act and, of the consolidated accounts in accordance with International Financial Reporting Standards, as adopted by the EU, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the annual accounts and consolidated accounts 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 the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
Opinions
In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2013 and of its financial performance and its cash flows for the year then ended in accordance with the Annual Accounts Act, and the consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2013 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 16-23. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.
We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company and the group.
Report on other legal and regulatory requirements
In addition to our audit of the annual accounts and consolidated accounts, we have examined the proposed appropriations of the company's profit or loss and the administration of the Board of Directors and the Managing Director of NAXS Nordic Access Buyout Fund AB (publ) for the year 2013 (the financial year 2013-01-01— 2013-12-31). We have also conducted a statutory examination of the corporate governance statement.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. The Board of Directors and the Managing Director are responsible for administration under the Companies Act and that the corporate governance statement has been prepared in accordance with the Annual Accounts Act.
Auditor's responsibility
Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company's profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden.
As a basis for our opinion on the Board of Directors' proposed appropriations of the company's profit or loss, we examined the Board of Directors' reasoned statement and a selection of supporting evidence in order to be able to assess whether the proposal is in accordance with the Companies Act.
As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.
We believe that the audit evidence which we have obtained is sufficient and appropriate in order to provide a basis for our opinions.
Furthermore, we have read the corporate governance statement and based on that reading and our knowledge of the company and the group we believe that we have obtained a sufficient basis for our opinion. This means that our statutory examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden.
Opinions
We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
A corporate governance statement has been prepared, and its statutory content is consistent with the other parts of the annual accounts and the consolidated accounts.
Stockholm, January 29th, 2014
Ernst & Young AB
Rickard Andersson Authorized Public Accountant