NAXS — Interim / Quarterly Report 2013

Oct 22, 2013

NAXS Nordic Access Buyout Fund AB (publ) Interim Report January–September 2013

Nine months 2013

• Net profit/loss for the period amounted to MSEK 29,7 (38,2).
• Earnings per share amounted to SEK 1.99 (2.56).
• Net asset value amounted to MSEK 630 (SEK 42.34 per share) at September 30, 2013, compared to MSEK 609 (SEK 40.83 per share) at year-end 2012.
• Net cash amounted to MSEK 129 (SEK 8,66 per share) at September 30, 2013, compared to MSEK 123 (SEK 8.22 per share) at year-end 2012.

Third quarter 2013

• Net profit/loss for the period amounted to MSEK 9.4 (5.5).
• Earnings per share amounted to SEK 0.63 (0.36).

Comments by the CEO

Lennart Svantesson

It is with satisfaction that we have noticed an increasing number of exits in NAXS's portfolio. Year to date, the signing or closing of no less than 8 exits have been announced, including Intera's divestment of Delete (closed in the third quarter) and Valedo's divestment of BTI (closed in the fourth quarter, after the end of the reporting period). The 15 exits that have taken place since NAXS's inception have generated an average annual gross return (IRR) of 21%.

NAXS' net asset value continues to grow and has increased by 4.9% so far this year - including the dividend paid for FY 2012.

Financial summary

	2013 1/1–9/30	2012 1/1–9/30	2013 7/1–9/30	2012 7/1–9/30
Net profit/loss for the period, KSEK	29 710	38 228	9 430	5 455
			2013 9/30	2012 12/31
Private equity fund investments, KSEK			499 880	487 173
Private equity fund investments in % of equity			80
Remaining commitments, KSEK			186 586	212 544
Total exposure to private equity fund investments,			686 466	699 717
Net cash, KSEK			128 994	122 624
Private equity fund investments per share, SEK			33,57	32,64
Net cash per share, SEK			8,66	8,22
Net asset value per share, SEK			42,34	40,83
Share price, SEK			38,00	29,50

Operations

NAXS Nordic Access Buyout Fund AB (publ) ("NAXS" or the "Company") 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 holding companies for the Group's private equity fund investments.

Naccess Partners AB has been contracted as the investment advisor to the Danish subsidiary.

Market review

Generally encouraging macro-economic data and improving financial markets contributed to a high level of activity in the European buyout industry, with buyouts worth close to EUR 20 billion completed in the quarter1 .

As illustrated in NAXS' portfolio, the exit market for high quality companies remains strong. The same applies at a European level, where the combined value of exits and refinancing has exceeded the aggregate value of new deals during the first three quarters of 2013.

Fund portfolio

As of September 30, 2013, NAXS had commitments to 8 underlying funds. At the end of the reporting period:

• private equity fund investments amounted to KSEK 500, which corresponds to 79 percent of the Company's equity;
• remaining commitments amounted to KSEK 187, which can be used by the underlying funds for new investments;
• total exposure to private equity fund investments amounted to KSEK 686, which corresponds to 109 percent of the Company's equity.

¹ Source: CMBOR and EY, October 2013

Private equity fund investments and total exposure to private equity funds (in % of equity)

Evolution of private equity fund investments (in % of equity)

The net asset value (NAV) per share including the dividend paid increased by 1.5 % during the third quarter of 2013, and by 4.9% year to September 30. Over 12 months, the net asset value per share increased by 7.8 %.

NAV per share in SEK

Acquisitions and liquidity events

No new acquisition was signed or closed by underlying funds during the third quarter of 2013, while 3 full exits, 1 partial exit, as well as 1 recapitalization took place during the quarter. In addition, a portfolio company was written off by an underlying fund (the company had previously been valued a nil).

Intera I signed in July an agreement for the divestment of Delete, a portfolio company active in the environmental services sector and acquired in 2008. During Intera's ownership, Delete grew significantly both organically and through acquisitions, reaching annual revenue of around EUR 100 million. The transaction closed in August.

Apax Europe VII signed in August an agreement for the divestment of Hub International, an insurance brokerage services company, which the fund had acquired in 2007. HUB International is expected to achieve 2013 revenues of approximately USD 1.2 billion. The transaction is expected to close during the fourth quarter of 2013.

Valedo I signed in September an agreement for the divestment of Broadcast Text International, a portfolio company providing subtitling and dubbing services that was acquired in 2008. During Valedo's ownership the company grew sales from EUR 28 million in 2008 to EUR 50 million expected for 2013. The transaction closed in October, after the end of the reporting period.

Portfolio Company	Sector	Year of initial investment	Fund
Delete	Environmental services	2010	Intera I
Hub International	Financial services	2007	Apax Europe VII
BTI	Subtitling and dubbing	2008	Valedo I

A partial exit occurred during the third quarter, where FSN Capital III proceeded to a partial divestment of a portfolio company acquired in 2011. The transaction closed in July.

Finally, NAXS received during the third quarter the proceeds from the recapitalization of a Nordic Capital Fund VII portfolio company acquired in 2008.

As of September 30, 2013, NAXS underlying funds had acquired a total of 94 companies, 15 of which had been fully divested. The 15 exits have generated gross average returns of 21% per year.

No. of portfolio companies acquired per year

	2007	2008	2009	2010	2011	2012	2013	Total
No of new portfolio companies	12	17	11	18	16	15	5	94
No of exits during the period				4		3	8	15
No of companies acquired in the year that are now exited	6	5	2	2				15

September 30, 2013

• Total exposure to private equity fund investments: 109 % of total equity
• Private equity fund investments: 79 % of total equity
• Number of full exits since inception: 15
• Average gross returns generated by the 15 full exits since inception: 21% per year

Portfolio composition/diversification

As of September 30, 2013, NAXS provided the following exposure to the private equity buyout sector:

• 8 funds from 6 managers

Fund	Commitment Year	Commitment Currency	Initial Commitment Amount (in 000s)
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 II KY	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

• 3 different fund vintages and a diversification in terms of size segments, with small cap being the largest, as illustrated below (based on current commitments):

• 79 portfolio companies (remaining after 15 exits) acquired over a period of approx. 6 years, with the 10 largest holdings accounting for less than 30% of the total equity and no single portfolio company accounting for more than 8.5% of the total equity
• a diversification per geography and sector as illustrated below (based on the fair value of the current portfolio companies):

Underlying funds

Summary information regarding NAXS' underlying funds is provided below:

Fund	Fund size	Segment	Vintage	Geographic focus	# of portfolio companies	# of exited portfolio companies
Valedo I	MSEK 1,000	small cap	2007	Sweden	6	3
Intera I	MEUR 125	small cap	2007	Finland	5	2
Apax VII	MEUR 11,000	large cap	2008	Europe /Global	25	6
FSN III	MEUR 375	mid cap	2008	Norway /Nordic	10	0
Herkules III	MNOK 6,000	mid cap	2008	Norway /Nordic	9	2
Nordic Capital VII	MEUR 4,300	mid/large cap	2008	Primarily Nordic	15	2
Intera II	MEUR 200	small cap	2011	Finland	5	0
Valedo II	MSEK 2,000	small cap	2011	Sweden	4	0

Group

Financial performance, Third quarter 2013

Operating profit/loss

The operating profit/loss amounted to KSEK 8,525 (4,879) for the interim period. The operating profit/loss includes a valuation adjustment of KSEK 11,522 (7,107). Operating expenses amounted to KSEK 2,997 (2,228).

Financial performance, nine months 2013

Operating profit/loss

The operating profit/loss amounted to KSEK 27,756 (36,154) for the interim period. The operating profit/loss includes a valuation adjustment of KSEK 35,724 (43,544). The currency effects are included in the valuation adjustments to private equity fund investments, which amounted to KSEK 2,796 (-19,958) in total for the interim period. Operating expenses amounted to KSEK 7,968 (7,390).

January 1–September 30, 2013

Valuation adjustments to private equity fund investments: KSEK 35,724, whereof currency effects on private equity fund investments amounted to KSEK 2,796.

Financial items

Financial items net totaled KSEK 832 (2,290) for the interim period. The net interest income amounted to KSEK 515 (2,409). Exchange rate profit/loss amounted to KSEK 316 (-119).

Tax and net profit/loss

The Group's profit/loss after financial items for the interim period amounted to KSEK 28,588 (38,444). Income taxes amounted to KSEK 1,122 (-216). Net profit/loss after tax amounted to KSEK 29,710 (38,228). Earnings per share were SEK 1.99 (2.56).

Investments, financing and liquidity

Private Equity Fund Investments

During the interim period, net disposals/investments in private equity funds amounted KSEK 11,604 (-65,191). As of September 30, 2013, private equity fund investments amounted to KSEK 499,880 (461,248). Private equity fund investments were adjusted with KSEK 35,724 (43,544) as a result of valuation adjustments to the fund portfolio.

September 30, 2013

Private equity fund investments per share: SEK 33.57

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 630,458 (609,310) at the end of the interim period, corresponding to SEK 42.34 (40.83) per share and an equity/asset ratio of 100 (100) percent. During the interim period 34,016 shares were repurchased, amounting to KSEK 1,115.

September 30, 2013 Equity per share: SEK 42.34

Net cash

At the end of the interim period, net cash amounted to KSEK 128,994 (122,624), which corresponds to SEK 8,66 (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.

September 30, 2013 Net cash per share: SEK 8.66

Significant risks and uncertainty factors

Significant risks and uncertainty factors are described in the Annual Report 2012.

There has been no significant change in relation to risk and uncertainty factors since the publication of the Annual Report, except for the risks related to the macroeconomic environment described under "Future Prospects" below.

NAXS follows closely the development of the macroeconomic environment and its effects on the valuation of the fund investments.

Future prospects

NAXS expects that its portfolio will continue to experience a healthy level of activity over the coming quarters, through investments, divestments as well as recapitalizations.

Parent company

The parent company has not had any sales during the interim period. The profit/loss after financial items amounted to KSEK -5,110 (821). Net interest income amounted to KSEK 1,294 (4,105). Exchange rate profit/loss amounted to KSEK -3,627 (-924). Income tax amounted to KSEK 1,122 (-216). The net profit/loss amounted to KSEK -3,988 (605).

Organization

The Company's CEO is Lennart Svantesson. The Board of Directors consists of Björn C. Andersson (chairman), Robin Ahlström, Frans Boch and Ramanan Raghavendran.

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 Bjorn C Andersson as the convener. The Nomination Committee can be contacted via e-mail to mattias@mantle.se.

The share

The NAXS share was initially listed on First North on May 14, 2007. Since June 8, 2010, the share is traded on the NASDAQ OMX Stockholm. The share trades under the designation "NAXS".

The number of outstanding shares in the Company at the beginning of the year was 14,923,662. During the interim period 34,016 shares were repurchased. The number of outstanding shares at the end of the interim period was 14,889,646.

At the end of the interim period, the NAXS share price was SEK 38 and the total shareholders' equity per share was SEK 42,34. The Company's market capitalization was MSEK 566 and the number of shareholders was 499.

Evolution of the share price during in 2013

Accounting principles

The condensed consolidated financial statements have been established in accordance with the International Financial Reporting Standards (IFRS), as recognized by the EU. This report has been prepared in accordance with IAS 34 Interim Financial Reporting and the Swedish Annual Reporting legislation.

The accounting principles applied in this interim report are described in the Annual Report 2012.

The Parent Company follows the Swedish Annual Reporting legislation and the Swedish Financial Reporting Board RFR 2 for legal entities, which provides that the IFRS principles shall apply.

Financial information Contact persons

Year-end Report 2013: January 29, 2014

Lennart Svantesson, CEO +46 73 311 00 11 lennart.svantesson@naxs.se

Ticker codes

NAXS SS in Bloomberg NAXS.ST in Reuters

Gösta Lundgren, CFO +46 70 710 47 88 gosta.lundgren@naxs.se

NAXS Nordic Access Buyout Fund AB discloses the information provided herein pursuant to the Swedish Securities Markets Act.

The report was submitted for publication at 11.15 CET on October 22, 2013.

This report is an in-house translation of the original report in Swedish

Stockholm, October 22, 2013

Björn C Andersson Chairman

Robin Ahlström Director

Frans Boch Director

Ramanan Raghavendran Director

Lennart Svantesson Chief Executive Officer

This interim report and other information are available on www.naxs.se

NAXS Nordic Access Buyout Fund AB (publ) Corp. Reg. No. 556712-2972 Grev Turegatan 10 114 46 Stockholm, Sweden Tel: +46 8 611 33 25, E-mail: info@naxs.se

Auditor's Review Report

THIS IS A TRANSLATION FROM THE ORIGINAL REPORT IN SWEDISH

Review report

NAXS Nordic Access Buyout Fund AB, org. nr 556712-2972

Introduction

We have reviewed the condensed interim report for NAXS Nordic Access Buyout Fund AB as at September 30, 2013 and for the nine months period then ended. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review. Scope of review

We conducted our review in accordance with the Swedish Standard on Review Engagements, SÖG 2410 Review of Interim Reports Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, ISA, and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material aspects, in accordance with IAS 34 and the Swedish Annual Accounts Act regarding the Group, and in accordance with the Swedish Annual Accounts Act regarding the Parent Company.

Stockholm, October 22, 2013 Ernst & Young AB

Rickard Andersson Authorized Public Accountant

Consolidated Income Statement Amounts in SEK 000s

	2013	2012	2013	2012
	1/1-9/30	1/1-9/30	7/1-9/30	7/1-9/30
Change in value	35 724	43 544	11 522	7 107
Operating costs Note 1	-7 968	-7 390	-2 997	-2 228
Operating profit/loss	27 756	36 154	8 525	4 879
Net financial items	832	2 290	671	418
Profit/loss after financial items	28 588	38 444	9 196	5 298
Income taxes	1 122	-216	234	157
Net profit/loss for the period	29 710	38 228	9 430	5 455
Earnings per share, SEK*	1,99	2,56	0,63	0,36
Average number of shares, 000s*	14 899	14 955	14 892	14 944
* Basic and diluted

Consolidated Statement of Comprehensive Income

Amounts in SEK 000s

		5 455
1/1-9/30	7/1-9/30	7/1-9/30
2012	2013	2012
	38 228	9 430

Consolidated Balance Sheet Amounts in SEK 000s

	2013	2012
	9/30	12/31
Assets
Private equity fund investments	499 880	487 173
Deferred tax asset	1 356	233
Total non-current assets	501 236	487 406
Other receivables	689	150
Cash and cash equivalents	128 994	122 624
Total current assets	129 683	122 774
Total assets	630 919	610 180
Equity	630 458	609 310
Current liabilities	461	870
Total equity and liabilities	630 919	610 180

Consolidated Net cash Amounts in SEK 000s

	2013	2012
	9/30	12/31
Cash, bank and short-term investments	128 994	163 611
Total net cash	128 994	163 611

Consolidated Statement of Changes in Equity Amounts in SEK 000s

	2013	2012	2012
	1/1-9/30	1/1–12/31	1/1-9/30
Equity at the beginning or the period	609 310	562 156	562 156
Repurchase of own shares	-1 115	-1 779	-1 275
Dividend	-7 447	-5 979	-5 979
Total comprehensive income for the period	29 710	54 913	38 228
Shareholder's equity at the end of the period	630 458	609 310	593 130

Consolidated Statement of cash flows analysis Amounts in SEK 000s

	2013	2012
	1/1-9/30	1/1-9/30
Profit/loss after financial items	28 588	38 444
Adjustment for non-cash items, etc.	-24 059	-36 098
Income tax paid	-	-
Cash flow from operating activities before changes in working capital	4 529	2 346
Cash flow changes in working capital	-949	-2 772
Cash flow from operating activities	3 580	-426
Acquisitions/disposals of private equity fund investments, net	11 604	-65 191
Cash flow from investing activities	11 604	-65 191
Repurchase of own shares	-1 115	-1 275
Dividend	-7 447	-5 979
Cash flow from financing activities	-8 562	-7 254
Cash flow during the period	6 622	-72 871
Cash and cash equivalents, beginning of period *	122 624	202 028
Exchange-rate differences in cash and cash equivalents	-252	-118
Cash and cash equivalents at the end of the period	128 994	129 037
* Including short-term investments

Parent Company Income Statement Amounts in SEK 000s

	2013	2012	2013	2012
	1/1-9/30	1/1-9/30	7/1-9/30	7/1-9/30
Operating costs	-2 777	-2 360	-1 033	-763
Operating profit/loss	-2 777	-2 360	-1 033	-763
Net financial items	-2 334	3 181	-31	167
Profit /loss after financial items	-5 111	821	-1 065	-596
Income taxes	1 122	-216	234	157
Net profit/loss for the period	-3 989	605	-830	-439

Parent Company Statement of Comprehensive Income Amounts in SEK 000s

	2013	2012	2013	2012
	1/1-9/30	1/1-9/30	7/1-9/30	7/1-9/30
Net profit/loss for the period	-3 989	605	-830	-439
Total comprehensive income for the period	-3 989	605	-830	-439

Parent Company Balance Sheet

Amounts in SEK 000s

	2013	2012
	9/30	12/31
Assets
Shares in subsidiaries	481 802	376 139
Receivables on group companies	22 261	96 182
Deferred tax asset	1 356	233
Total non-current assets	505 419	472 554
Other receivables	622	151
Cash and cash equivalents	72 875	118 782
Total current assets	73 497	118 933
Total assets	578 916	591 487
Equity	578 546	591 098
Current liabilities	370	389
Total equity and liabilities	578 916	591 487

Parent Company Statement of Changes in equity Amounts in SEK 000s

	2013	2012	2012
	1/1-9/30	1/1–12/31	1/1-9/30
Equity at the beginning of the period	591 098	566 770	566 770
Repurchase of own shares	-1 116	-1 779	-1 275
Dividend	-7 447	-5 979	-5 979
Total comprehensive income for the period	-3 989	32 087	605
Shareholder's equity at the end of the period	578 546	591 098	560 120

Note 1

Operating costs Amounts in SEK 000s

	2013	2012	2013	2012
	1/1-9/30	1/1-9/30	7/1-9/30	7/1-9/30
Fee to the investment advisor	-4 525	-4 334	-1 523	-1 371
Personnel expenses	-1 180	-1 193	-397	-387
Other operating costs	-2 263	-1 863	-1 077	-470
	-7 968	-7 390	-2 997	-2 228

No related party transaction occurred during the interim period, except for remunerations to the board members and the managing director.

Note 2

Financial assets and liabilities

NAXS' financial instruments consist of fund investments, cash and cash equivalents and accounts payable. Level 3 investments include the Company's publicly traded share of the fund holdings / securities of unlisted companies (in some cases, also 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, for which sufficient and reliable data are available. Within Level 3, the use of market approach generally consists of 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.

For NAXS, the book value of all financial assets and liabilities corresponds to fair value. All amounts are shown in the reported balance sheets.

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

Equity per share Equity in the relation to the weighted number of shares

Net asset value The fair value of total assets, less net debt (corresponds to equity)

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