May 2014 NAXS Nordic Access Buyout Fund AB - Amazon Web ...

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NAXS Nordic Access Buyout Fund AB May 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 Permanent capital focusing on the Nordic buyout market

•  NAXS is an investment company listed on the NASDAQ OMX Stockholm exchange and focusing on investments in Nordic buyout funds

Fund Apax Europe VII

EUR 15m

EUR 11bn

•  Listed in 2007, now has reached an attractive degree of diversification:

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

•  6 managers, 8 funds •  3 vintage years (2007, 2008, 2011) •  exposure to large, mid and small cap segments, with strong weighting towards small and mid cap managers •  Reaching maturity 7 years after the IPO: as per Q1 2014, 18 exits and more than 10 recapitalisations. The 18 exits have generated an average gross IRR of 19% •  Solid commitment capacity: ca. 20% of NAV (approx. EUR 15m) available for new commitments as per Q1 2014 •  Distribution policy aiming at returning to shareholders, in the long-term, 50 % to 75% of distributable realized annual earnings. For FY 2013, NAXS paid a dividend of SEK 2.0/share (FY 2012: SEK 0.50/share). •  Industry-leading performance: NAXS is the only multi-manager listed PE vehicle in Europe trading in-line with NAV

Commitment

Fund Size

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

PLEASE REFER TO THE FULL INTERIM REPORT JANUARY-SEPTEMBER 2013 (AVAILABLE ON WWW.NAXS.SE) FOR COMPLETE INFORMATION



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NAXS in a snapshot A diversified exposure to the Nordic buyout market Dividend FY 2013: SEK 2.00/share

IPO in May 2007 – As per Q1 2014, 8 funds, 6 managers, over 80 portfolio companies, 18 exits and more than 10 recapitalisations NAXS AB

Summary Financial Information (Q1 2014 – post dividend) Equity/share:

SEK 44.09

Private equity fund investments:

80% of equity

Total exposure to private equity fund investments:

104% of equity

Small cap Fund size less than MEUR 300

Valedo I & II Sweden

Intera I & II Finland

Total equity MSEK 656 SEK 44.09 per share

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

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NAXS NAV and share price continue to rise Share price development

NAV per share increased by •  4.9% in Q1 2104 •  15% over 12 month (incl. dividend paid)

March 31, 2014 49

NAV/share in SEK

SEK/share

47

0.5 0.4 46.09

45

0.5 0.4

43 41

0.5 0.4 41.71

0.4

0.5 0.4

45

42.5

43 41

43.92

December 31, 2014

39

38,8

37

42.34

35

40.53

33

39

+31.5%

31 29

37

27 35 Q1 2013

Q2 2013 NAV

Q3 2013

Dividend paid 2012

Q4 2013

Q1 2014

25

Dividend paid 2013

A dividend of SEK 2.00/share was approved by the AGM in May 2014

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NAXS Portfolio Exposure level and evolution of PE fund investments (Q1 2014 –post dividend FY 2013) Total exposure to PE funds 104 % of equity**

Private equity fund investments* 80% of equity Equity MSEK 656

125% Remaining commitments

24% (MSEK 158)

100% 90%

100%

80% 70% 75%

60% 50% 40%

80%

80%

50%

64%

30%

53%

20%

25%

34% 24%

10% 0%

80%

Private equity

fund investments

80% (MSEK 528)

7% Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q1 2014 Private equity fund investments

0%

Cash

* Private equity fund investments = the fair value of investments in private equity funds ** maximum exposure level is 125% of equity 5

NAXS 18 exits 100 portfolio companies have been acquired since inception in 2007, 18 of which have been exited In 2013 some 10 exits have been announced including: •  Intera’s sale of Delete (closed in Q3) •  Apax’ sale of Dealer.com (closed in Q1 2014) •  Valedo’s sale of INOM (closed Q1 2014) No of companies acquired per year (Q1 2014); exited companies in grey

20 18

2

16

1

14

6

12 10 8

3 6

6 4 2

The 18 exits have generated an average gross IRR of 19%

16 10

15

15

9

9

6 2

0 2007

2008

2009

2010

2011

2012

2013

2014 (Q1)

“The occurrence of such a significant number of liquidity events, generating average returns consistent with NAXS’ existing track record, leaves the Company with a robust balance sheet, and well positioned to take advantage of further opportunities.” (Excerpt from the Annual Report 2013 – Comments by the CEO)

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NAXS Achieving maturity 100%

Private equity fund investments represent 80% of equity

75% 50% 25% 24%

7%

0%

Q4 2007

Q4 2008

34% Q4 2009

53%

Q4 2010

64%

Q4 2011

80%

80%

80%

Q4 2012

Q4 2013

Q1 2014

Private equity fund investments

Capital efficient with money deployed in more than 80 companies

Cash

•  6 managers •  8 funds

Now a high degree of diversification with attractive Nordic companies

•  over 80 companies

10 companies acquired over a 7-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

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

20

2

15 10 5

6 6 6

3

10

9

2008

2009

16

1 15

15 9 2

0 2007

2010

2011

2012

2013

2014 (Q1)

For FY 2013, NAXS paid a dividend of SEK 2.00/share (FY 2012: SEK 0.50/share)

“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 the Annual Report 2013)

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 (Q1 2014) # 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

7

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 Q1 2014 report - Summary financial information and share data

100%

SEK/share 46.09 (44.09 post dividend)

Financial information

March 31, 2014

Share (listed on NASDAQ OMX Stockholm)

May 8th, 2014

Net result - 3 months, MSEK

33

Share price, SEK

45.30

Equity, MSEK

686 (656 post dividend)

12 month change

80%

Net cash, MSEK

157 (137 post dividend)

32.0% (plus dividend paid May 2913)

70%

Private equity fund investments, MSEK

528 (80% of equity post dividend)

2014 change

16.8%

Premium to NAV

- 0.2%

Total exposure to PE funds/Equity

104% post dividend # of shares (before share repurchase)

15 000 000

Outstanding investment commitments, MSEK

158

Dividends – historical

SEK 0.40 (FY 2011) SEK 0.50 (FY 2012)

Dividend – for FY 2013 paid May 2013

SEK 2.00

90%

60% 50% 40% 30% 20% 10%

SEK/share 35.47

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 * For a full set of definitions please refer to the last page of the Company’s financial reports or www.naxs.se

Naccess Partners AB Thomas Åkerman Email: [email protected] Amaury de Poret Email: [email protected]

Pareto Securities AB (share and trading information) Joakim Appeltofft Email: [email protected] Tel: +46 40 75022

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