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NAXS Interim / Quarterly Report 2013

Apr 26, 2013

3178_10-q_2013-04-26_9a9a1051-de49-41d7-b612-5166af2a4869.pdf

Interim / Quarterly Report

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

First Quarter 2013

  • Net profit/loss for the period amounted to MSEK -4,7 (9,2).
  • Earnings per share amounted to SEK -0.32 (0.62).
  • Net asset value amounted to MSEK 604 (SEK 40.53 per share) at March 31, 2013, compared to MSEK 609 (SEK 40.83 per share) at year-end 2012.
  • Net cash amounted to MSEK 89 (SEK 6.01 per share) at March 31, 2013, compared to MSEK 123 (SEK 8.22 per share) at year-end 2012.

Comments by the CEO

It is satisfying to see that NAXS' net asset value has increased by 7.3% including the dividend paid in 2012 – over a 12-month period. This positive development is primarily due to an increase in valuation of the Company's private equity fund investments, as well as liquidity events in the portfolio.

During the first quarter of 2013, however, as a result of the strengthening of the SEK, NAXS' net asset value decreased by 0.7%, despite the fact that the valuation of the Company's private equity fund investments increased in local currency.

After the latest 2 new acquisitions and 1 exit, NAXS' underlying funds have a total of 82 portfolio companies, NAXS' private equity fund investments have reached 85% of equity, and the 8 exits that have occurred since NAXS'

inception have generated an average gross IRR of 20%.

While private equity has recently received increased media coverage, listed private equity remained an asset class that is not widely understood and we intend to continue our efforts to inform the market about the asset class in general, and NAXS in particular. Lennart Svantesson

Financial summary

2013 2012
1/1–3/31 1/1–3/31
Net profit/loss for the period, KSEK -4 718 9 235
2013 2012
3/31 12/31
Private equity fund investments, KSEK 512 982 487 173
Private equity fund investments in % of equity 85 80
Remaining commitments, KSEK 183 461 212 544
Total exposure to private equity fund investments, KSEK 696 443 699 717
Net cash, KSEK 89 451 122 624
Private equity fund investments per share, SEK 34,44 32,64
Net cash per share, SEK 6,01 8,22
Net asset value per share, SEK 40,53 40,83
Share price, SEK 31,90 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 fund investments.

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

Market review

The Nordic private equity buyout market was moderately active during the first quarter of the year, which was reflected in NAXS' portfolio, where two new acquisitions took place.

The data for private equity buyout activity during 2012 were recently made available and, on a global basis, the number and aggregate value of transactions during the past year were largely similar to 2011, as illustrated by the graph below1:

Quarterly number and aggregate value of buyout deals globally Q1 2006–Q4 2012

In the Nordic region, according to research conducted by Argentum Markets2, private equity buyout activity in 2012 remained in the same range as the previous year, with 91 investments (vs. 94 in 2011) and 67 exits (vs. 65 in 2011).

1 Prequin Private Equity Spotlight, January 2013

2 Argentum Annual Nordic Private Equity Market Report 2012

Total exposure to private equity fund

Fund portfolio

As of March 31, 2013, NAXS had commitments to 8 underlying funds. At the end of the reporting period:

  • Private equity fund investments amounted to KSEK 513, which corresponds to 85 percent of the Company's equity;
  • Remaining commitments amounted to KSEK 183, which can be used by the underlying funds for new investments;
  • Total exposure to private equity fund investments amounted to KSEK 696, which corresponds to 115 percent of the Company's equity.

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 decreased by 0,7% during the first quarter 2013, despite a positive valuation development of the private equity fund investments in local currency. Over 12 months, the net asset value per share increased by 7.3% (including the dividend paid in 2012).

NAV per share in SEK

Acquisitions and liquidity events

During the first quarter of 2013, NAXS' underlying funds signed or closed 2 new investments. In addition, a number of add-on investments were made.

Portfolio Company Sector Geography Fund
Troax Industry Sweden FSN Capital III
Ellos Retail Sweden Nordic Capital Fund VII

Apax Europe VII disclosed during the quarter that its portfolio company Marken, active in the global healthcare logistics sector, had been exited in December 2012 further to a financial restructuring.

Portfolio Company Sector Year of initial investment Fund
Marken Healthcare 2009 Apax Europe VII

Also, Herkules Private Equity Fund III proceeded during the quarter to a recapitalization of a portfolio company acquired in 2010.

As of March 31, 2013, NAXS underlying funds had acquired a total of 90 companies, 8 of which had been fully divested. The 8 exits have generated gross average returns of 20% per year.

No. of portfolio companies acquired per year

  • 90 portfolio companies acquired since inception
  • 8 companies fully exited
  • Average holding period of the remaining 82 portfolio companies is approx. 2,9 years
2007 2008 2009 2010 2011 2012 2013 Total
No of new portfolio companies 11 17 11 18 15 15 2 90
No of exits during the period 4 3 1 8
No of companies acquired in
the year that are now exited
4 2 2 8

March 31, 2013

  • Total exposure to private equity fund investments: 115 % of total equity
  • Private equity fund investments: 85% of total equity
  • Number of full exits since inception: 8
  • Average gross returns generated by the 8 full exits since inception: 20% per year

Portfolio composition/diversification

As of March 31, 2013, NAXS provided the following exposure to the private equity buyout sector:

8 funds from 6 managers

Commitment Commitment Initial Commitment
Fund Year Currency 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):

  • 82 portfolio companies (remaining after 8 exits) acquired over a period of approx. 6 years, with the 10 largest holdings accounting for less than 36% of the total equity and no single portfolio company accounting for more than 10% 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 7 2
Intera I MEUR 125 Small cap 2007 Finland 6 1
Apax VII MEUR 11,000 Large cap 2008 Europe
/Global
25 4
FSN III MEUR 375 Mid cap 2008 Norway
/Nordic
10 0
Herkules III MNOK 6,000 Mid cap 2008 Norway
/Nordic
9 1
Nordic
Capital VII
MEUR 4,300 Mid/large
cap
2008 Primarily
Nordic
17 0
Intera II MEUR 200 Small cap 2011 Finland 5 0
Valedo II MSEK 2,000 Small cap 2011 Sweden 3 0

Group

Financial performance, First quarter 2013

Operating profit/loss

The operating profit/loss amounted to KSEK -6,176 (8,386) for the interim period. The operating profit/loss was affected by KSEK -14,807 further to negative currency effects due to a strengthening of the Swedish krona during the interim period. The currency effects are included in the valuation adjustments to private equity fund investments, which amounted to KSEK -3,928 (10,843) in total for the interim period. Operating expenses amounted to KSEK 2,248 (2,457).

January 1–March 31, 2013

Valuation adjustments to private equity fund investments: KSEK -3,928, whereof currency effects on private equity fund investments amounted to KSEK -14,807.

Financial items

Financial items net totaled KSEK 220 (1,053) for the interim period. The net interest income amounted to KSEK 212 (1,053). Exchange rate profit/loss amounted to KSEK 8 (0).

Tax and net profit/loss

The Group's profit/loss after financial items for the interim period amounted to KSEK -5,956 (9,439). Income taxes amounted to KSEK 1,238 (-204). Net profit/loss after tax amounted to KSEK -4,718 (9,235). Earnings per share were SEK -0.32 (0.62).

Investments, financing and liquidity

Private Equity Fund Investments

During the interim period, net investments in private equity funds amounted KSEK 29,737 (36,058). As of March 31, 2013, private equity fund investments amounted to KSEK 512,982 (487,173). Private equity fund investments were adjusted with KSEK -3,928 (10,843) as a result of valuation adjustments to the fund portfolio.

March 31, 2013

Private equity fund investments per share: SEK 34.44

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 603,679 (609,310) at the end of the interim period, corresponding to SEK 40.53 (40.83) per share and an equity/asset ratio of 100 (100) percent. During the interim period 28 811 shares were repurchased, amounting to KSEK 913.

March 31, 2013 Equity per share: SEK 40.53

Net cash

At the end of the interim period, net cash amounted to KSEK 89,451 (122,624), which corresponds to SEK 6.01 (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.

March 31, 2013

Net cash per share: SEK 6.01

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.

Events after the end of the interim period

In April, Herkules III divested Gothia, a portfolio company acquired in 2008 and active in the financial services sector. This is the 9th full exit for NAXS.

Future prospects

The level of private equity activity and the ability of private equity funds to successfully divest their holdings remain largely dependent on the stability of financial markets and on positive investors' sentiments. The way these factors will evolve during 2013 will thus play a determinant role in the level of private equity investment and divestment activity. In any event, the improving maturity of NAXS' portfolio continues to lay the fundaments for an increasing number of liquidity events during the next 12 to 18 months.

Parent company

The parent company has not had any sales during the interim period. The profit/loss after financial items amounted to KSEK -5,632 (775). Net interest income amounted to KSEK 820 (1,429). Exchange rate profit/loss amounted to KSEK -5,697 (170). Income tax amounted to KSEK 1,238 (-204). The net profit/loss amounted to KSEK -4,394 (571).

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.

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 28,811 shares were repurchased. The number of outstanding shares at the end of the interim period was 14,894,851.

At the end of the interim period, the NAXS share price was SEK 31.90 and the total shareholders' equity per share was SEK 40.53. The Company's market capitalization was MSEK 475 and the number of shareholders was 470.

Evolution of the share price during Q1 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

Annual General Meeting: May 14, 2013 Interim Report (6 months): July 15, 2013 Interim Report (9 months): October 22, 2013

Ticker codes

NAXS SS in Bloomberg NAXS.ST in Reuters

Lennart Svantesson, CEO +46 73 311 00 11 [email protected]

Gösta Lundgren, CFO +46 70 710 47 88 [email protected]

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 12.00 CET on April 26, 2013.

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

Interim Report Jan–March 2013 Page 12 of 17

Stockholm, April 26, 2013

Björn C Andersson Chairman

Robin Ahlström Director

Frans Boch Director

Ramanan Raghavendran Director

Lennart Svantesson Chief Executive Officer

This interim report has not been subject to review by the Company's auditors.

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: [email protected]

Consolidated Income Statement Amounts in SEK 000s

2013 2012
1/1–3/31 1/1–3/31
Change in value -3 928 10 843
Operating costs
Note 1
-2 248 -2 457
Operating profit/loss -6 176 8 386
Net financial items 220 1 053
Profit/loss after financial items -5 956 9 439
Income taxes 1 238 -204
Net profit/loss for the period -4 718 9 235
Earnings per share, SEK* -0,32 0,62
Average number of shares, 000s* 14 949 14 970
* Basic and diluted

Consolidated Statement of Comprehensive Income Amounts in SEK 000s

Total comprehensive income for the
period
-4 718 9 235
Net profit/loss for the period -4 718 9 235
1/1–3/31 1/1–3/31
2013 2012

Consolidated Balance Sheet Amounts in SEK 000s

2013 2012
3/31 12/31
Assets
Private equity fund investments 512 982 487 173
Deferred tax asset 1 471 233
Total non-current assets 514 453 487 406
Other receivables 375 150
Cash and cash equivalents 89 451 122 624
Total current assets 89 826 122 774
Total assets 604 279 610 180
Equity 603 679 609 310
Current liabilities 600 870
Total equity and liabilities 604 279 610 180

Consolidated Net cash Amounts in SEK 000s

2013 2012
3/31 12/31
Cash, bank and short-term investments 89 451 163 611
Total net cash 89 451 163 611

Consolidated Statement of Changes in Equity Amounts in SEK 000s

2013 2012 2012
1/1–3/31 1/1–12/31 1/1–3/31
Equity at the beginning or the period 609 310 562 156 562 156
Repurchase of own shares -913 -1 779 -947
Dividend - -5 979 -
Total comprehensive income for the period -4 718 54 913 9 235
Shareholder's equity at the end of the period 603 679 609 310 570 445

Consolidated Statement of cash flows analysis Amounts in SEK 000s

2013 2012
1/1–3/31 1/1–3/31
Profit/loss after financial items -5 956 9 439
Adjustment for non-cash items, etc. 3 850 -9 453
Income tax paid - -
Cash flow from operating activities before changes in
working capital
-2 106 -14
Cash flow changes in working capital -495 -1 398
Cash flow from operating activities -2 601 -1 412
Acquisitions of private equity fund investments -29 737 -36 058
Cash flow from investing activities -29 737 -36 058
Repurchase of own shares -913 -947
Cash flow from financing activities -913 -947
Cash flow during the period -33 251 -38 417
Cash and cash equivalents, beginning of period * 122 624 202 028
Exchange-rate differences in cash and cash
equivalents
78 -
Cash and cash equivalents at the end of the
period
89 451 163 611

* Including short-term investments

Parent Company Income Statement Amounts in SEK 000s

2013 2012
1/1–3/31 1/1–3/31
Operating costs -754 -824
Operating profit/loss -754 -824
Net financial items -4 878 1 600
Profit /loss after financial items -5 632 776
Income taxes 1 238 -204
Net profit/loss for the period -4 394 571

Parent Company Statement of Comprehensive Income Amounts in SEK 000s

2013 2012
1/1–3/31 1/1–3/31
Net profit/loss for the period -4 394 571
Total comprehensive income for the period -4 394 571

Parent Company Balance Sheet

Amounts in SEK 000s

2013 2012
3/31 12/31
Assets
Shares in subsidiaries 376 139 376 139
Receivables on group companies 119 485 96 182
Deferred tax asset 1 471 233
Total non-current assets 497 095 472 554
Other receivables 983 151
Cash and cash equivalents 88 040 118 782
Total current assets 89 023 118 933
Total assets 586 118 591 487
Equity 585 791 591 098
Current liabilities 327 389
Total equity and liabilities 586 118 591 487

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

2013 2012 2012
1/1–3/31 1/1–12/31 1/1–3/31
Equity at the beginning of the period 591 098 566 770 566 770
Repurchase of own shares -913 -1 779 -947
Dividend - -5 979 -
Total comprehensive income for the period -4 394 32 087 571
Shareholder's equity at the end of the period 585 791 591 098 566 394

Note 1

Operating costs Amounts in SEK 000s

2013 2012
1/1–3/31 1/1–3/31
Fee to the investment advisor -1 463 -1 451
Personnel expenses -403 -404
Other operating costs -382 -602
-2 248 -2 457

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 long-term 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-interest-bearing liabilities

Total exposure to private equity fund investments

Private equity funds investments and remaining commitments to private equity funds