NAXS Nordic Access Buyout Fund AB January 2014
www.naxs.se. Grev Turegatan 10, 1tr, SE-114 46 Stockholm, Sweden. Phone: +46 (0) 8 611 33 25
NAXS Nordic Access Buyout Fund AB Access to the Nordic buyout market through a liquid share • Access to top-performing Nordic buyout funds, otherwise difficult to access, as these funds typically are over-subscribed and generally “closed” to a broad set of investors • Focus on the Nordic region, with excellent historical private equity buyout performance compared to other regions, as well as stock market indices • A Swedish limited company structure (“AB”) providing liquidity to an otherwise illiquid asset class and a low investment threshold through the listing of its shares on the NASDAQ OMX Stockholm Exchange • Attractive degree of diversification: • 6 managers, 8 funds
Fund
Commitment
Fund Size
Apax Europe VII
EUR 15m
EUR 11bn
FSN Capital III
EUR 10m
EUR 375m
Herkules Private Equity Fund III
NOK 40m
NOK 6bn
Intera Fund I
EUR 7m
EUR 125m
Intera Fund II
EUR 7,25m
EUR 200m
Nordic Capital Fund VII
EUR 20m
EUR 4.3bn
Valedo Fund I
SEK 60m
SEK 1bn
Valedo Fund II
SEK 65m
SEK 2bn
• 3 vintage years (2007, 2008, 2011) • exposure to large, mid and small cap segments, with strong weighting towards small and mid cap managers • indirect ownership of about 80 companies, mostly located in the Nordic region • exposure to a variety of sectors, the largest of which is healthcare • Cost-efficient and transparent structure, with strong alignment of interests in the fee structure
Fee structure Management fee
Carried interest
1% p.a. up to NAV of SEK 1 billion
5% over a preferred return of 5% to investors
0.5% p.a. on NAV over SEK 1 billion
–
• Achieving maturity 6 years after the IPO: as per Q4 2013, 18 exits and more than 10 recapitalisations. The 18 exits have generated an average gross IRR of 19% • Distribution policy aiming at returning to shareholders, in the long-term, 50 % to 75% of distributable realized annual earnings. For FY 2013, the board of NAXS proposes a dividend of SEK 2.0/share (FY 2012: SEK 0.50/share). 2
NAXS in a snapshot A diversified exposure to the Nordic buyout market IPO in May 2007 – As per Q4 2013, 8 funds, 6 managers, about 80 portfolio companies, 18 exits and more than 10 recapitalisations
For FY 2013, the board of NAXS proposes a dividend of SEK 2.0/share (FY 2012: SEK 0.50/share) NAXS AB
Summary Financial Information (Q4 2013) Equity/share:
SEK 43.92
Private equity fund investments:
80% of equity
Total equity MSEK 654 SEK 43.92 per share
Total exposure to private equity fund 105 % of equity investments:
Small cap Fund size less than MEUR 300
Valedo I & II Sweden
Intera I & II Finland
Naccess Partners
NAXS A/S
Mid cap Fund size MEUR 300–2,000
FSN III Norway/Nordic
Herkules III Norway/Nordic
Large cap Fund size above MEUR 2,000
Nordic Capital VII Nordic/Europe
Apax VII Europe/Global
3
NAV evolution NAV continues to rise Including the dividends paid, the NAV has increased: • by 3.7% during Q4 • By 8.8% during 213 47
SEK 44.82 45 0.5 0.4 43.92 43 0.5 0.4 0.4
41
40.83 0.4 0.4 39
0.5 0.4 42.34
41.71 0.4 40.53
39.7
39.33
38.15 37
37.51
35 Q4 2011
Q1 2012
Q2 2012 NAV
Q3 2012
Q4 2012
Dividend paid 2012
Q1 2013
Q2 2013
Dividend paid 2013
Q3 2013
Q4 2013
NAXS Portfolio Exposure level and evolution of PE fund investments (Q4 2013) Total exposure to PE funds 105 % of equity** Private equity fund investments* 80% of equity
120% Equity MSEK 654
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50% 80%
40%
86%
79%
80%
64%
30%
24%
Private equity fund investments 80% MSEK 522
Equity MSEK 654
10%
7% Q4 2007
Overcommittment
20%
34%
10%
40%
Remaining investment commitments 25% MSEK 164
30%
53%
20%
0%
85%
MSEK 686
110%
0% Q4 2008
Q4 2009
Q4 2010
Q4 2011
Q4 2012
Q1 2013
Q2 2013
Q3 2013
Q4 2013
Private equity fund investments
* Private equity fund investments = the fair value of investments in private equity funds
** maximum exposure level is 125% of equity
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NAXS Portfolio Acquisitions, exits and performance (Q4 2013)
• 98 portfolio companies acquired since 2007 IPO, of which 18 exits and more than 10 recapitalisations • the 18 exits have generated an average gross IRR of 19% • average holding period of current portfolio companies: approx. 3 years
No. of portfolio companies acquired/year
2007 2008 2009 2010 2011 2012 2013 Total
(exited companies in grey)
No of new portfolio companies
20 18
2
16 6
12 10 8 6 4 2
No of companies acquired in the year
3 6
9
2008
2009
12
18
16
4
6
6
3
2
1
15
9
4
10
98 18
18
that are now exited 16
10
16
No of exits during the period
1
14
12
15
15 9
6
0 2007
2010
2011
2012
2013
6
NAXS Portfolio Attractive level of diversification • 6 managers • 8 funds • Vintages 2007, 2008 and 2011 • Different size segments and geographic focus
NAXS
• Small and mid cap funds represent over 50% of total commitments and over 65% of total equity
Small cap Fund size less than MEUR 300
Valedo I & II
Mid cap Fund size EUR 300–2,000
Intera I & II
FSN III
Herkules III
Nordic Capital VII
Finland
Norway/Nordic
Norway/Nordic
Nordic/Europe
Sweden
Valedo II 11%
Valedo I 8%
Nordic Capital VII 26%
Intera II 10% Intera I 8% Herkules III FSN III 6% 13%
Apax VII 18%
Asset allocation per fund (% of current commitments)
Large cap Fund size above MEUR 2,000
European large cap 18%
Nordic large cap 26%
Nordic small cap 38%
Nordic mid cap 18%
Asset allocation per segment (% of current commitments)
2011 20%
RoW 29%
Rest of Europe 12%
Apax VII Europe/Global
2007 26%
Nordic region 59%
Asset allocation per geography
(% of fair value of current portfolio companies)
2008 53%
Asset allocation per vintage (% of current commitments)
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NAXS Portfolio Attractive level of diversification
Over 90 companies acquired since the 2007 IPO…
…in varying industries (as per 31/12 2013)…
…with limited concentration (as per 31/12 2013)
Sectors Media 4% Building & ConstrucIT & tion Telecom 7% 9%
Healthcare 27%
The 10 largest portfolio companies together make up less than 29% of equity. No company is larger than 8.5% of equity.
Financial & Business services 12%
Industry 17%
Consumer goods & services 24%
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NAXS Achieving maturity 100% 80% 60%
Private equity fund investments represent 80% of equity
40% 20% 0%
7%
24%
34%
64%
53%
80% 85% 86% 79% 80%
Capital efficient with money deployed in more than 80 companies
Q4 Q4 Q4 Q4 Q4 Q4 Q1 Q2 Q3 Q4 2007 2008 2009 2010 2011 2012 2013 2013 2013 2013 Private equity fund Cash
• 6 managers • 8 funds • over 80 companies
Now a high degree of diversification with attractive Nordic companies
No of companies acquired per year
98 companies acquired over 6 year period with exits starting 2010
• 18 exits and more than 10 recaps so far • Many portfolio companies have now been held for 4–5 years • Average holding period of current portfolio companies is approx. 3 years
20
2
15 10 5 0
For FY 2013, he board of NAXS proposes to pay a dividend of SEK 2.0/share (FY 2012: SEK 0.50/share)
6 6 6
10
3 9
16
1 15
15
9
2007 2008 2009 2010 2011 2012 2013
“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.” (Excerpt from 2013 Q3 Report – Future Prospects)
Value transfer to shareholders
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NAXS AB Board of Directors & Executives NAXS Nordic Access Buyout Fund AB (publ) – Board of Directors John Chapman (1956) Chairman
Ramanan Raghavendran (1968) Board Member
Tony Gardner-Hillman (1956) Board Member
• Lawyer and Chartered Financial Analyst (CFA) specializing in representing shareholder interests in connection with the operation and management of investment funds • Example of board positions: ACP Capital Limited, Central Asia Regional Growth Fund, Black Sea Property Fund, Trinity Capital Plc
• Lawyer with over 30 years of extensive experience in investment funds, corporate and trust company law, regulation and practice. • Example of board positions: Bellzone Mining Plc, The Ottoman Fund Limited, Black See Property Fund Limited, ACP Capital Limited
• Managing Partner, Kubera Partners, the manager of the Kubera Cross-Border Fund, a closed-end private equity fund listed on the London Stock Exchange (AIM) • Formerly at McKinsey & Company, General Atlantic Partners, Insight Venture Partners and TH Lee Putnam Ventures
NAXS Nordic Access Buyout Fund AB (publ) – Executives Lennart Svantesson (1953) CEO
• Former CEO of Bure Equity AB, Scribona AB, Arthur D. Little Scandinavia • Example of board positions: Vehco AB, Icomera AB, Chalmers Innovation AB
Gösta Lundgren (1955) CFO
• Former CFO of Varyag Resources and auditor at Osborne Johnson Revisionsbyrås AB
Andrew Wignall (1964) Board Member
• Fellow of the Institute of Chartered Accountants in England and Wales • Independent non-executive director of a number of private equity, real estate and other alternative fund structures • Example of board positions: Alden Global Capital, DN Capital, Capvis Equity Partners Priveq Investments
NAXS A/S Board of Directors NAXS Nordic Access Buyout A/S is the holding company for NAXS’ fund investments
Grace Reksten Skaugen (1953) Chairperson
Robin Ahlström (1946) Board Member
• Former Director Corporate Finance, Orkla Enskilda Securities
• Former CEO of Alfred Berg and former Head of Nordic Region, Goldman Sachs
• Example of board positions: Investor AB, StatoilHydro ASA, Orkla ASA
• Example of current board positions: Stronghold AB, Niam AB, Ahlström Oy • Other positions: industrial advisor to Altor Equity Partners
Lennart Svantesson
John Chapman
(1953) Board Member
(1956) Board Member
• Lawyer and Chartered Financial Analyst (CFA) specializing in representing shareholder interests in connection with the operation and management of investment funds • Example of board positions: ACP Capital Limited, Central Asia Regional Growth Fund, Black Sea Property Fund, Trinity Capital Plc
• CEO of NAXS AB • Former CEO of Bure Equity AB, Scribona AB, Arthur D. Little Scandinavia • Example of board positions: Vehco AB, Icomera AB, Chalmers Innovation AB
Naccess Partners AB Exclusive investment advisor Naccess Partners AB
Thomas Åkerman (1955) Managing Partner
Amaury de Poret (1971) Managing Partner
• Co-founder of the NAXS Group
• Co-founder of the NAXS Group
• Over 15 years of experience in investment banking and private equity
• Over 10 years of private equity experience
• Former head of Corporate Finance for Sweden at Alfred Berg ABN Amro
• Associate in private equity and merger & acquisition practices of leading international law firms (lastly at the Stockholm office of White & Case)
• Former head of Merger & Acquisition for Sweden at Enskilda Securities • Former president of Novestra, a venture capital fund listed on the Stockholm exchange • B.Sc. (Economics and Mathematics) from the Stockholm and Lund Universities.
• Part of the management team of a private equity fund managed out of São Paulo, Brazil and Washington DC
Per Rinder (1949) Chairman
• Former head of private equity fund investments at the Sixth Swedish National Pension Fund, one of the largest institutional private equity investors in the Nordic Region • Reporting Clerk to the Court of Appeal and LL.B. from Stockholm University • Member of the board of Accent Equity Partners AB
• Swiss-qualified attorney and LL.B. from the University of Fribourg, Switzerland.
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NAXS Nordic access buyout fund AB Appendix
NAXS Investment characteristics and Company Facts* Geographic focus
Type of Funds
Number and sizes
Funds, which have the Nordic region (Denmark, Finland, Norway and Sweden) or at least one of the Nordic countries as their investment focus, or have an advisory team dedicated to the Nordic region
Private equity buyout funds managed by established managers and selected emerging managers • Commitments to 6–10 different fund managers, with funds of different vintages • Max. 125% of NAV committed to and/or invested in underlying funds
Legal form
A public limited liability company incorporated under Swedish law
Target investments
Private equity buyout funds with a focus on the Nordic region
Investable assets
Up to SEK 750 million
Number of shares
15 000 000 shares (excl. share repurchase)/ single share class
Advisory service fee
1% of reported NAV up to SEK 1.0bn, and 0.5% over SEK 1.0bn
Carried interest
Investors 95.0% and the Manager 5.0%, after a 5.0% preferred return for the benefit of investors
Listing
NASDAQ OMX Stockholm
Ticker
• NAXS SS in Bloomberg
• Max 40% of NAV with same Manager • Max. 20% of NAV may be allocated to co-investments
Dividend policy
• 50–75% of distributable realized annual returns over the long-term • Dividend magnitude dependent on up-coming investment opportunities
Financing & management of net cash
• NAXS.ST in Reuters
• Fund investments are financed through equity • Liquid assets/net cash invested in interest-bearing instruments only
Auditor
Ernst & Young
Reporting
Aggregate NAV reported on a quarterly basis
* Please refer to www.naxs.se and the OMX listing prospectus for exhaustive information
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NAXS Selected data Portfolio – 8 underlying funds (Q4 2013) # of current portfolio companies
# of exited portfolio companies
Website
NAXS original Commitment
www.valedopartners.se
MSEK 60
Fund
Fund size
Segment
Vintage
Geographic focus
Valedo Partners Fund I AB
MSEK 1,000
Small cap
2007
Sweden
5
4
Intera Fund I KY
MEUR 125
Small cap
2007
Finland
5
2
Apax Europe VII LP
MEUR 11,000
Large cap
2008
Europe/Global
25
8
FSN Capital III LP
MEUR 375
mid cap
2008
10
0
Herkules Private Equity Fund III LP
MNOK 6,000
mid cap
2008
Norway/Nordic
9
2
Nordic Capital Fund VII LP
MEUR 4,300
Large/mid cap
2008
Primarily Nordic
16
2
Intera Fund II KY
MEUR 200
Small cap
2011
Finland
5
0
Valedo Partners Fund II AB
MSEK 2,000
Small cap
2011
Sweden
5
0
Norway/Nordic
wwww.interapartners.fi
www.apax.com www.fsncapital.no www.herkulescapital.no
MEUR 7
MEUR 15 MEUR 10 MNOK 40
MEUR 20 wwww.interapartners.fi
www.valedopartners.
MEUR 7.25
MSEK 65
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NAXS Summary financial information and share data (Year End Report 2013)
SEK/share 43.92 100%
Financial information
Dec 31, 2013
Share (listed on NASDAQ OMX Stockholm)
Jan 29, 2014
Net result - 9 months, MSEK
54
Share price, SEK
42.30
Equity, MSEK
654
12 month change
36.5%
80%
Net cash, MSEK
131
70%
Private equity fund investments, MSEK
522
2013 change
31,5%
Premium to NAV
- 2%
Total exposure to PE funds/ Equity
105% (MSEK 686)
# of shares (before share repurchase)
15 000 000
Outstanding investment commitments, MSEK
164
Dividends – historical
SEK 0.40 (FY 2011) SEK 0.50 (FY 2012)
Dividend – proposed for FY 2013
SEK 2.00
90%
60% 50% 40%
80%
30%
SEK/share 35.09
20% 10% 0%
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NAXS Various Selected definitions*
Contact information
Commitment The maximum amount that a limited partner agrees to invest in a fund
NAXS Nordic Access Buyout Fund AB Lennart Svantesson, CEO Grev Turegatan 10 114 46 Stockholm Email:
[email protected] Tel: +46 733 110 011
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 debt/Net cash Cash and cash equivalents, short-term investments and interestbearing 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 exposure to private equity fund investments Private equity funds investments and remaining commitments to private equity funds
Naccess Partners AB Thomas Åkerman Email:
[email protected] Amaury de Poret Email:
[email protected] Pareto Öhman AB (share and trading information) Joakim Appeltofft Email:
[email protected] Tel: +46 40 75022
* For a full set of definitions please refer to the last page of the Company’s financial reports
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