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NAXS Interim / Quarterly Report 2012

Jan 17, 2013

3178_10-k_2013-01-17_92419838-bd6b-456b-935d-db8a7b9153f9.pdf

Interim / Quarterly Report

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NAXS Nordic Access Buyout Fund AB (publ)

Year-End Report 2012

January-December 2012

  • Net profit/loss for the period amounted to MSEK 54,9 (-9.5).
  • Earnings per share amounted to SEK 3.67 (-0.64).
  • Net asset value amounted to MSEK 609 (SEK 40.83 per share) at December 31, 2012, compared to MSEK 562 (SEK 37.51 per share) at year-end 2011.
  • Net cash amounted to MSEK 123 (SEK 8.22 per share) at December 31, 2012, compared to MSEK 202 (SEK 13.48 per share) at year-end 2011.

Fourth quarter 2012

  • Net profit/loss for the period amounted to MSEK 16,7 (-28,8).
  • Earnings per share amounted to SEK 1.12 (-1.92).

Dividend

• The Board of Directors proposes to the Annual General Meeting a dividend SEK 0.50 per share. In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate.

Financial summary
2012 2011 2012 2011
1/1–12/31 1/1–12/31 10/1–12/31 10/1–12/31
Net profit/loss for the period, KSEK 54,913 -9 539 16,684 -28 822
2012 2011
12/31 12/31
Private equity fund investments, KSEK 487 173 359 840
Private equity fund investments in % of equity 80 64
Outstanding investment commitments, KSEK 212 544 301 642
Total exposure to private equity funds, KSEK 699 717 661 482
Net cash, KSEK 122 624 202 028
Private equity fund investments per share, SEK 32,64 24,01
Net cash per share, SEK 8,22 13,48
Net asset value per share, SEK 40,83 37,51
Share price, SEK 29,50 23,80

Operations

NAXS Nordic Access Buyout Fund AB (publ) ("NAXS" or the "Company") operates as a fund of funds with 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. The investment strategy is oriented towards a selective but diversified fund portfolio. Operations commenced on April 17, 2007, and the Company was listed on First North on May 14, 2007. Since June 8, 2010, the Company is listed on the NASDAQ OMX Stockholm.

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. During the year, the operations of the Norwegian subsidiary have been transferred to the newly established Danish subsidiary. The subsidiaries have operated during the year as holding companies for the Group's fund investments.

Naccess Partners AB has been contracted as the investment advisor to the Danish and Norwegian subsidiaries.

Market review

The Nordic economies have shown resilience to the sovereign debt crisis affecting the Eurozone, but faced headwinds as the European economic outlook deteriorated during the second half of 2012. Inevitably, the negative macroeconomic environment had some repercussions on the European private equity markets, and the second half of 2012 was marked by a slower deal flow and a drop in the total deal value of private equity transactions. Such a slowdown was even felt in the Nordic region, albeit to a lesser extent, providing renewed evidence that the Nordic private equity market remains better insulated from the financial markets turbulences than its European counterparts.

Fund portfolio

As of December 31, 2012, NAXS had commitments to 8 underlying funds. At the end of the reporting period:

  • Private equity fund investments amounted to KSEK 487, which corresponds to 80 percent of the Company's total equity;
  • Outstanding investment commitments amounted to KSEK 213, which can be used by the underlying funds for new investments;
  • Total exposure to private equity fund investments amounted to KSEK 700, which corresponds to 115 percent of the Company's total equity.

Year-End Report 2012 Page 3 of 16

The net asset value (NAV) per share grew by 9.9% (including the dividend paid) during 2012, as result of the positive development of the fund portfolio valuations.

NAV per share in SEK

Acquisitions and divestments

During the fourth quarter of 2012, NAXS underlying funds signed or closed 3 new investments, bringing the total of new investments signed or closed during 2012 to 15. In addition, a number of add-on investments were made.

Portfolio Company Sector Geography Fund
Animagi Veterinary clinics Finland Intera Fund II
Skamol Insulation material Denmark FSN Capital III
Merivaara Healthcare technology Finland Intera Fund II

2 liquidity events occurred during the fourth quarter of 2012: Herkules Private Equity Fund III exited Projectiondesign, a portfolio company acquired in 2009, and Apax Europe VII partially divested its stake in a portfolio company, where the fund had made its initial investment in 2007.

Portfolio company Sector Year of initial investment Fund
Company Y
(partial exit)
undisclosed 2007 Apax Europe VII
Projectiondesign high performance
projectors
2009 Herkules Private
Equity Fund III

As of December 31, 2012, NAXS' underlying funds had acquired a total of 88 companies, 7 of which had been fully divested. The 7 full exits have on average generated gross returns in excess of 25% per year.

No. of portfolio companies acquired per year

December 31, 2012

  • Total exposure to private equity fund investments: 115 % of total equity
  • Private equity fund investments: 80% of total equity
  • Number of full exits since inception: 7
  • Average gross returns generated by the 7 full exits since inception: in excess of 25 % per year

The table below summarizes NAXS' current commitments:

Commitment Commitment Initial Commitment
Fund Year Currency Amount (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 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

At the end of the Year, NAXS' total exposure to private equity fund investments amounted to KSEK 699,717, of which private equity fund investments amounted to KSEK 487,173 and outstanding investment commitments to KSEK 212,544.

Year-End Report 2012 Page 5 of 16

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 ten offices on three continents. Funds advised by Apax Partners invest in five sectors: tech & telecom, retail & consumer, media, healthcare and financial & business services.
  • No. of portfolio companies at December 31, 2012: 26
  • No. of fully divested portfolio companies at December 31, 2012: 3

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, 2012: 9

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, 2012: 9
  • No. of fully divested portfolio companies at December 31, 2012: 1

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, CVC and Altor Equity Partners.
  • No. of portfolio companies at December 31, 2012: 6
  • No. of fully divested portfolio companies at December 31, 2012: 1

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, 2012: 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, 2012: 16

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 long-term value creation is primarily driven by growth.
  • No. of portfolio companies at December 31, 2012: 7
  • No. of fully divested portfolio companies at December 31, 2012: 2

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)
  • No. of portfolio companies at December 31, 2012: 3

Evolution of the investment level since inception

Group

Financial performance, Fourth quarter 2012

Operating profit/loss

The operating profit/loss amounted to KSEK 16,901 (-29,622) for the quarter. The profit/loss includes a valuation adjustment of KSEK 19,691 (-27,244). Operating expenses amounted to KSEK 2,789 (2,379).

Financial performance, January – December 2012

The operating profit/loss amounted to KSEK 53,056 (-29,622) for the year. The profit/loss includes a valuation adjustment of KSEK 63,235 (-3,327). Operating expenses amounted to KSEK 10,179 (10,159).

January 1–December 31, 2012

• Valuation adjustments to private equity fund investments: KSEK 63,235 whereof currency effects on private equity fund investments amounted to KSEK -11,314.

Financial items

Financial items net totaled KSEK 2,622 (4,679) for the year. The net interest income amounted to KSEK 2,731 (4,679). Exchange rate profit/loss amounted to KSEK -109 (0).

Tax and net profit/loss

The Group's profit/loss after financial items for the year amounted to KSEK 55,678 (-8,807). Income taxes amounted to KSEK -765 (-732). Net profit/loss after tax amounted to KSEK 54,913 (-9,539). Earnings per share were SEK 3.67 (-0.64).

Investments, financing and liquidity

Private Equity Fund Investments

During the year, net investments in private equity funds amounted KSEK 71,055 (75,287). As of December 31, 2012, private equity fund investments amounted to KSEK 487,173 (359,840). Private equity fund investments were adjusted with KSEK 63,235 (-3,327) as a result of valuation adjustments to the fund portfolio.

December 31, 2012

• Private equity fund investments per share: SEK 32.64

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 609,310 (562,156) at the end of the year, corresponding to SEK 40.83 (37.51) per share and an equity/asset ratio of 100 (100) percent. During the year 64,884 shares were repurchased, amounting to KSEK 1,779. In the second quarter, a dividend amounting to KSEK 5,979 was paid to the shareholders, corresponding to SEK 0.40 per share.

December 31, 2012 • Equity per share: SEK 40.83

Net cash

At the end of the year, net cash amounted to KSEK 122,624 (202,028), which corresponds to SEK 8.22 (13.48) 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.

December 31, 2012 • Net cash per share: SEK 8.22

Significant risks and uncertainty factors

Significant risks and uncertainty factors are described in the Annual Report 2011. 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 herein 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

The uncertain macroeconomic environment, which has been the hallmark of the past few years and was more acutely felt again in the second half of 2012 in Europe, is expected to pervade during 2013. While it is difficult to predict to what extent private equity activity will actually be affected, one can reasonably assume that the Nordic private equity market will continue to fare better than its European counterparts in 2013, in view of the generally healthier economies in the region and its relatively low exposure to the structural challenges of the Eurozone periphery.

The maturity profile of NAXS' portfolio continues to evolve favorably, opening up the possibilities for a number of exits during 2013.

Parent company

The parent company has not had any sales during the year. The profit/loss after financial items amounted to KSEK 32,852 (-27,350). The profit for the year includes a reversal of a write-down of shares in subsidiaries with KSEK 30,127 from previous year. The reversal of write-down of shares in subsidiaries has been made because of the good value growth that has occurred in the underlying holdings of fund units. Net interest income amounted to KSEK 5,294 (6,007). Exchange rate profit/loss amounted to KSEK 702 (424). Income tax amounted to KSEK -765 (-732). The net profit/loss amounted to KSEK 32,087 (-28,082).

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 (chairman), Amaury de Poret, representing QVT Fund LP, and NAXS' Chairman Bjorn C Andersson (convener). The Nomination Committee can be contacted via e-mail to [email protected].

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 14,988,546. During the year 64,884 shares were repurchased. The number of outstanding shares at the end of period was 14,923,662.

At the end of 2012, the NAXS share price was SEK 29.50 and the total shareholders' equity per share was SEK 40.83. The Company's market capitalization was MSEK 440 and the number of shareholders was 481.

Evolution of the share price during 2012

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 year-end report are described in the Annual report 2011. 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

Interim Report (3 months): April 26, 2013 Lennart Svantesson, CEO Annual General Meeting: May 14, 2013 +46 73 311 00 11 Interim Report (6 months): July 15, 2013 [email protected] Interim Report (9 months): October 22, 2013

Gösta Lundgren, CFO

+46 70 710 47 88 [email protected]

Ticker codes

NAXS SS in Bloomberg NAXS.ST in Reuters

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 8.30 CET on January 17, 2013.

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

Year-End Report 2012 Page 11 of 16

The Board of Directors declares that the under-signed year-end report provides a true and fair overview of the Parent Company's and the Group's operations, their financial position and performance, and describes material risks and uncertainties facing the Parent Company and other companies in the Group.

Stockholm, January 16, 2013

Björn C Andersson Robin Ahlström Frans Boch Chairman Director Director

Ramanan Raghavendran Lennart Svantesson

Director Chief Executive Officer

This year-end report has not been subject to review by the Company's auditors.

This year-end 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

2012 2011 2012 2011
1/1-12/31 1/1-12/31 10/1-12/31 10/1-12/31
Change in value 63 235 -3 327 19 691 -27 244
Operating costs
Note 1
-10 179 -10 159 -2 789 -2 379
Operating profit/loss 53 056 -13 486 16 901 -29 622
Net financial items 2 622 4 679 332 837
Profit/loss after financial items 55 678 -8 807 17 233 -28 785
Income taxes -765 -732 -549 -37
Net profit/loss for the period 54 913 -9 539 16 684 -28 822
Earnings per share, SEK* 3,67 -0,64 1,12 -1,92
Average number of shares, 000s* 14 949 14 996 14 932 14 992
* Basic and diluted

Consolidated Statement of Comprehensive Income Amounts in SEK 000s

2012 2011 2012 2011
1/1-12/31 1/1-12/31 10/1-12/31 10/1-12/31
Net profit/loss for the period 54 913 -9 539 16 684 -28 822
Total comprehensive income
for the period 54 913 -9 539 16 684 -28 822

Consolidated Balance Sheet Amounts in SEK 000s

2012 2011
12/31 12/31
Assets
Private equity fund investments 487 173 359 840
Deferred tax asset 233 999
Total non-current assets 487 406 360 839
Other receivables 150 303
Cash and cash equivalents 122 624 202 028
Total current assets 122 774 202 331
Total assets 610 180 563 170
Equity 609 310 562 156
Current liabilities 870 1 014
Total equity and liabilities 610 180 563 170

Consolidated Net cash

Total net cash 122 624 202 028
Cash, bank and short-term investments 122 624 202 028
12/31 12/31
Amounts in SEK 000s 2012 2011

Consolidated Statement of Changes in Equity Amounts in SEK 000s

2012 2011
1/1-31/12 1/1-31/12
Equity at the beginning or the period 562 156 571 977
Repurchase of own shares -1 779 -281
Dividend -5 979 -
Total comprehensive income for the period 54 913 -9 539
Shareholder's equity at the end of the
period 609 310 562 156

Consolidated Statement of cash flows analysis Amounts in SEK 000s

2012 2011
Profit/loss after financial items 55 678 -8 808
Adjustment for non-cash items, etc. -56 169 15 851
Income tax paid - -
Cash flow from operating activities before changes in working
capital -491 7 043
Cash flow changes in working capital 8 239
Cash flow from operating activities -483 7 282
Acquisitions of private equity fund investments -71 055 -75 287
Cash flow from investing activities -71 055 -75 287
Repurchase of own shares -1 779 -281
Dividend -5 979 -
Cash flow from financing activities -7 758 -281
Cash flow during the period -79 296 -68 286
Cash and cash equivalents, beginning of period * 202 028 270 314
Exchange-rate differences in cash and cash equivalents -109 -
Cash and cash equivalents at the end of the period 122 623 202 028

* Including short-term investments

Parent Company Income Statement Amounts in SEK 000s

2012 2011 2012 2011
1/1-12/31 1/1-12/31 10/1-12/31 10/1-12/31
Operating costs -3 271 -3 654 -911 -833
Operating profit/loss -3 271 -3 654 -911 -833
Result from shares in group companies 30 127 -30 127 30 127 -30 127
Net financial items 5 996 6 431 2 815 970
Profit /loss after financial items 32 852 -27 350 32 030 -29 990
Income taxes -765 -732 -549 -37
Net profit /loss for the period 32 087 -28 082 31 481 -30 027

Parent Company Statement of Comprehensive Income Amounts in SEK 000s

2012 2011 2012 2011
1/1-12/31 1/1-12/31 10/1-12/31 10/1-12/31
Net profit/loss for the period 32 087 -28 082 31 481 -30 027
Total comprehensive income for the
period 32 087 -28 082 31 481 -30 027

Parent Company Balance Sheet Amounts in SEK 000s

2012 2011
12/31 12/31
Assets
Shares in subsidiaries 376 139 346 013
Receivables on group companies 96 182 21 398
Deferred tax asset 233 999
Total non-current assets 472 554 368 410
Other receivables 151 302
Cash and cash equivalents 118 782 198 719
Total current assets 118 933 199 021
Total assets 591 487 567 431
Equity 591 098 566 770
Current liabilities 389 661
Total equity and liabilities 591 487 567 431

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

2012 2011
1/1-31/12 1/1-31/12
Equity at the beginning of the period 566 770 595 133
Repurchase of own shares -1 779 -281
Dividend -5 979 -
Total comprehensive income for the period 32 087 -28 082
Shareholder's equity at the end of the
period 591 098 566 770

Note 1

Operating costs Amounts in SEK 000s

2012 2011 2012 2011
1/1-12/31 1/1-12/31 10/1-12/31 10/1-12/31
Fee to the investment advisor -5 827 -5 796 -1 494 -1 449
Personnel expenses -1 581 -1 663 -388 -382
Other operating costs -2 771 -2 700 -907 -548
-10 179 -10 159 -2 789 -2 379

No related party transactions occurred during the year, except for remunerations to the board members and the managing director.

Definitions

Private equity fund investments Fair value of investments in private equity funds.

Cash per share Cash & cash equivalents in relation to the number of shares.

Cash & cash equivalents Cash, bank and short-term investments.

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

Total exposure to private equity fund investments Fair value of investments in private equity funds and outstanding investment commitments.

Investment level Private equity fund investments in relation to net asset value.

Outstanding fund commitments Remaining commitment to private equity funds.

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

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.

Net debt/Net cash

Cash and cash equivalents, short-term investments and interest-bearing current and long-term receivables less interest-bearing current and long-term liabilities.