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NAXS Interim / Quarterly Report 2014

May 8, 2014

3178_10-q_2014-05-08_989f2619-8520-4fc5-a972-b0bfb8c9e0ea.pdf

Interim / Quarterly Report

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NAXS Nordic Access Buyout Fund AB (publ) Interim Report January – March 2014

First quarter 2014

  • Net profit for the period amounted to MSEK 33,3 (-4,7).
  • Earnings per share amounted to SEK 2.24 (-0.32).
  • Net asset value amounted to MSEK 686 (SEK 46.09 per share) at March 31, 2014, compared to MSEK 654 (SEK 43.92 per share) at year-end 2013.
  • Net cash amounted to MSEK 157 (SEK 10.53 per share) at March 31, 2014, compared to MSEK 131 (SEK 8.80 per share) at year-end 2013.

Comments by the CEO

NAXS continued its NAV growth trajectory during the first quarter of 2014, with the NAV/share increasing by 4.9%.

The NAXS share also experienced a positive development during the first 3 months of 2014, largely trading in-line with NAV during the period. There were 2 new acquisitions during the quarter, the second of which was the 100th portfolio company for NAXS and a good indicator of the level of diversification that our portfolio has now reached.

Finally, the exit activity of the past year has left NAXS with a solid balance sheet, and allowed the Company to propose to the upcoming annual general meeting a dividend of SEK 2.00/share for FY 2013 (representing approx. 4.5% of the NAV/share at December 31, 2013).

Lennart Svantesson

Financial summary

2014
1/1–3/31
2013
1/1–3/31
Net profit/loss for the period, KSEK 33 291 -4 718
2014 2013
3/31 12/31
Private equity fund investments, KSEK 527 722 522 428
Private equity fund investments in % of equity 77 80
Remaining commitments, KSEK 157 722 163 776
Total exposure to private equity fund investments, KSEK 685 444 686 204
Net cash, KSEK 156 734 131 008
Private equity fund investments per share, SEK 35,47 35,09
Net cash per share, SEK 10,53 8,80
Net asset value per share, SEK 46,09 43,92
Share price, SEK 42,50 38,80

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 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.

Market review

The data for private equity activity during 2013 was recently made available and shows a 11% uptick in aggregate buyout deal value in Europe compared to the previous year. The graph below illustrates the level of buyout activity in Europe over the past 5 years1:

As to the first quarter of 2014, private equity activity was largely immune to the emerging markets and geopolitical concerns that were felt during the first few months of the year. In the Nordic region, the level of investment activity continued to be bolstered by positive economic fundamentals and the wide availability of financing at attractive terms. The exit market exhibited strength as well, and the quarter saw several notable private equitybacked initial public offerings, such as OW Bunker (an Altor portfolio company), ISS (an EQT portfolio company) and Bufab (a Nordic Capital portfolio company).

Fund portfolio

As of March 31, 2014, NAXS had commitments to 8 underlying funds.

At the end of the reporting period:

  • private equity fund investments amounted to MSEK 528, which corresponds to 76,9 percent of the Company's equity;
  • remaining commitments amounted to MSEK 158, which can be used by the underlying funds for new investments;
  • total exposure to private equity fund investments amounted to MSEK 685, which corresponds to 99,9 percent of the Company's equity.

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

Total exposure to private equity fund

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

The net asset value (NAV) per share increased by 4.9% during the first quarter of 2014, and by 15.0 % during the past 12 months (including the dividend paid).

NAV per share in SEK

Acquisitions and liquidity events

During the first quarter of 2014, NAXS' underlying funds signed or closed 2 new acquisitions.

Portfolio Company Sector Geography Fund
Fin-Seula infrastructure Finland Intera Partners II
Home Care Holding healthcare Finland Intera Partners II

1 partial exit took place during the first quarter 2014, with Apax Europe VII divesting part of its holding in a listed investment.

As of March 31, 2014, NAXS underlying funds had acquired a total of 100 companies, 18 of which had been fully divested. The 18 exits have generated gross average returns of 19% per year.

No. of portfolio companies acquired per year (exited companies in grey)

100 portfolio companies acquired since inception

  • 18 companies fully exited
  • Average holding period of the remaining 82 portfolio companies is approx. 3 years
2007 2008 2009 2010 2011 2012 2013 2014 Total
No of new
portfolio
companies
12 16 12 18 16 15 9 2 100
No of exits
during the period
4 4 10 18
No of companies
acquired in
the year that are
now exited
6 6 3 2 1 18

March 31, 2014

  • Total exposure to private equity fund investments: 99,9 % of total equity
  • Private equity fund investments: 76,9 % of total equity
  • Number of full exits since inception: 18
  • Average gross returns generated by the 18 full exits since inception: 19% per year

Portfolio composition/diversification

As of March 31, 2014, 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):

  • 82 portfolio companies (remaining after 18 exits) acquired over a period of approx. 7 years, with the 10 largest holdings accounting for less than 28% 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 5 4
Intera I MEUR 125 small cap 2007 Finland 5 2
Apax VII MEUR 11,000 large cap 2008 Europe
/Global
25 8
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
16 2
Intera II MEUR 200 small cap 2011 Finland 7 0
Valedo II MSEK 2,000 small cap 2011 Sweden 5 0

Group

Financial performance, First quarter 2014

Operating profit

The operating profit amounted to KSEK 32,798 (-6,176) for the interim period. The operating profit includes a change in value of KSEK 35,798 (-3,928). The currency effects are included in the changes in value, which amounted to KSEK 1,383 (-14,807) in total for the period. Operating expenses amounted to KSEK 3,000 (2,248).

January 1–March 31, 2014

Changes in value of private equity fund investments: KSEK 35,798, whereof currency effects on private equity fund investments amounted to KSEK 1,383.

Financial items

Financial items net totaled KSEK 325 (220) for the period. The net interest income amounted to KSEK 233 (212). Exchange rate profit amounted to KSEK 93 (8).

Tax and net profit

The Group's profit after financial items for the period amounted to KSEK 33,123 (-5,956). Income taxes amounted to KSEK 168 (1,238). Net profit after tax amounted to KSEK 33,291 (-4,718). Earnings per share were SEK 2.24 (-0.32).

Investments, financing and liquidity

Private Equity Fund Investments

During the period, net repayments (net investments) in private equity funds amounted KSEK 10 807 (-29,737). As of March 31, 2014, private equity fund investments amounted to KSEK 527 722 (512,982).

March 31, 2014

Private equity fund investments per share: SEK 35.47

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 685,847 (653,803) at the end of the period, corresponding to SEK 46.09 (43.92) per share and an equity/asset ratio of 100 (100) percent. During the interim period 7 907 shares were repurchased, amounting to KSEK 334.

March 31, 2014

Equity per share: SEK 46.09

Net cash

At the end of the period, net cash amounted to KSEK 156,734 (131,008), which corresponds to SEK 10.53 (8.80) 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, 2014

Net cash per share: SEK 10.53

Significant risks and uncertainty factors

Significant risks and uncertainty factors are described in the Annual Report 2013. There has been no significant change in relation to risks and uncertainty factors since the publication of the Annual Report.

Future prospects

The overall economic outlook for the Nordic region is for positive growth. The wide availability of financing, the considerable amount of dry powder at the disposal of buyout managers, as well as the attractiveness of public market as an exit route can be expected to continue to drive private equity activity in the region in the short to medium term. This should be reflected in NAXS' portfolio during the next few quarters.

Parent company

The parent company has not had any sales during the period. The profit/loss after financial items amounted to KSEK -779 (-5,632). Net interest income amounted to KSEK 247 (820). Exchange rate profit/loss amounted to KSEK 2 (-5,697). Income tax amounted to KSEK 168 (1,238). The net profit/loss amounted to KSEK -611 (-4,394).

Organization

The Company's CEO is Lennart Svantesson. The Board of Directors consists of John D. Chapman (chairman), Tony Gardner-Hillman, Ramanan Raghavendran and Andrew Wignall.

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 14,887,642. During the interim period 7,907 shares were repurchased. The number of outstanding shares at the end of the period was 14,879,735.

At the end of the interim period, the NAXS share price was SEK 42.50 and the total shareholders' equity per share was SEK 46.09. The Company's market capitalization was MSEK 632 and the number of shareholders was 587.

Evolution of the share price during Q1 2014

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 2013.

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 8, 2014 Interim Report (6 months): July 17, 2014

Interim Report (9 months): October 22, 2014

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 7.30 CET on May 8, 2014.

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

Interim Report Jan-March, 2014 Page 13 of 18

Stockholm, May 8, 2014

John D. Chapman Chairman

Tony Gardner-Hillman Director

Ramanan Raghavendran Director

Andrew Wignall 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

2014 2013
1/1-3/31 1/1–3/31
Change in value 35 798 -3 928
Operating costs
Note 1
-3 000 -2 248
Operating profit 32 798 -6 176
Net financial items 325 220
Profit after financial items 33 123 -5 956
Income taxes 168 1 238
Net profit 33 291 -4 718
Earnings per share, SEK* 2,24 -0,32
Average number of shares, 000s* 14 884 14 949
* Basic and diluted

Consolidated Statement of Comprehensive Income

Amounts in SEK 000s

2014 2013
1/1-3/31 1/1–3/31
Net income 33 291 -4 718
Other comprehensive income
Items which will be reversed to the income
statement
Exchange differences -913 0
Total comprehensive income 32 378 -4 718

Consolidated Balance Sheet Amounts in SEK 000s

2014 2013
3/31 12/31
Assets
Private equity fund investments 527 722 522 428
Deferred tax asset 1 582 1 414
Total non-current assets 529 304 523 842
Other receivables 518 204
Cash and cash equivalents 156 734 131 008
Total current assets 157 252 131 212
Total assets 686 556 655 054
Equity 685 847 653 803
Current liabilities 709 1 251
Total equity and liabilities 686 556 655 054

Consolidated Net cash

Amounts in SEK 000s

2014 2013
12/31 12/31
Cash, bank and short-term investments 156 734 131 008
Total net cash 156 734 131 008

Consolidated Statement of Changes in Equity Amounts in SEK 000s

2014 2013 2013
1/1–3/31 1/1-12/31 1/1–3/31
Equity at the beginning or the period 653 803 609 310 609 310
Repurchase of own shares -334 -1 194 -913
Dividend - -7 447 -
Total comprehensive income for the period 32 378 53 134 -4 718
Shareholder's equity at the end of the period 685 847 653 803 603 679

Consolidated Statement of cash flows analysis

Amounts in SEK 000s

2014 2013
1/1-3/31 1/1–3/31
Profit after financial items 33 124 -5 956
Adjustment for non-cash items, etc. -16 193 3 850
Income tax paid - -
Cash flow from operating activities before
changes in working capital
16 931 -2 106
Cash flow changes in working capital -857 -495
Cash flow from operating activities 16 074 -2 601
Acquisitions/disposals of private equity fund
investments, net 10 807 -29 737
Cash flow from investing activities 10 807 -29 737
Repurchase of own shares -334 -913
Cash flow from financing activities -334 -913
Cash flow during the period 26 547 -33 251
Cash and cash equivalents, beginning of period * 131 008 122 624
Exchange-rate differences in cash and cash
equivalents -821 78
Cash and cash equivalents at the end of the
period
156 734 89 451

* Including short-term investments

Parent Company Income Statement

Amounts in SEK 000s

2014 2013
1/1–3/31 1/1–3/31
Operating costs -1 028 -754
Operating profit/loss -1 028 -754
Net financial items 249 -4 878
Profit /loss after financial items -779 -5 632
Income taxes 168 1 238
Net profit/loss for the period -611 -4 394

Parent Company Statement of Comprehensive Income Amounts in SEK 000s

2014 2013
1/1–3/31 1/1–3/31
Net profit/loss for the period -611 -4 394
Total comprehensive income for the period -611 -4 394

Parent Company Balance Sheet

Amounts in SEK 000s

2014 2013
12/31 12/31
Assets
Shares in subsidiaries 481 802 481 802
Receivables on group companies 22 936 22 934
Deferred tax asset 1 582 1 414
Total non-current assets 506 320 506 150
Other receivables 541 273
Cash and cash equivalents 71 032 72 507
Total current assets 71 573 72 780
Total assets 577 893 578 930
Equity 577 307 578 252
Current liabilities 586 678
Total equity and liabilities 577 893 578 930

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

2014 2013 2013
1/1-3/31 1/1–12/31 1/1–3/31
Equity at the beginning of the period 578 252 591 098 591 098
Repurchase of own shares -334 -1 194 -913
Dividend - -7 447 -
Total comprehensive income for the period -611 -4 205 -4 394
Shareholder's equity at the end of the period 577 307 578 252 585 791

Note 1

Operating costs Amounts in SEK 000s

2014 2013
1/1–3/31 1/1–3/31
Fee to the investment advisor -1 642 -1 463
Carry to the investment advisor -244 -
Personnel expenses -380 -403
Other operating costs -734 -382
-3 000 -2 248

No related party transaction occurred during the 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 includes only 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

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