CapMan Group's Financial Statements Bulletin for 1 January-31 December 2012

Fri Feb 8, 2013 1:31am EST

* Reuters is not responsible for the content in this press release.

For best results when printing this announcement, please click on the link below:

http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20130208:nHUGcW2H


CapMan Plc Stock Exchange Release - 8 February 2013 at 8.30 a.m. EET

CapMan Group's Financial Statements Bulletin for 1 January-31 December 2012

Performance and main events for the accounting period 2012:

- Group turnover totalled MEUR 27.3 (January-December 2011: MEUR 32.4).
- The Group's operating profit was MEUR 2.6 (MEUR 11.1).
- The Management Company business recorded an operating loss of MEUR 2.3 (loss of MEUR 1.1). The
Fund Investment business recorded an operating profit of MEUR 4.9 (MEUR 12.2).
- Profit before taxes was MEUR 3.3 (MEUR 13.7) and profit after taxes was MEUR 2.7 (MEUR 11.1).
- Profit attributable to the owners of the parent company was MEUR 2.7 (MEUR 10.9). Earnings per
share were 0.3 cents (10.1 cents).
- Capital under management as of 31 December 2012 totalled MEUR 3,126.7 (31 December 2011: MEUR
3,065.9). 
- CapMan held a first closing of 151.8 MEUR for the CapMan Buyout X fund in November 2012. 
- The Board of Directors of CapMan Plc will propose that no dividend be paid for 2012.
- The current CEO Lennart Simonsen resigns as of 8 February 2013. CFO Niko Haavisto has been
appointed CEO for the interim period.

Outlook for 2013:

The development of management fees during 2013 depends on the timing of exits made from current
funds and the size and timing of new funds under establishment. We are adjusting our operating
costs to match the level of management fees and anticipate that our management fees will cover our
expenses as of the second half of 2013.

Our current portfolio holds several investments, which we are ready to exit during 2013. The
timing of such exits will impact the results of our Management Company business for 2013 through
carried interest income from funds, in the event that the fund is in carry or about to enter carry
as a result of the exit. 

The result of our Fund Investment business will mainly depend on the value development of
investments in those funds, in which CapMan is a substantial investor. We continue our value
creation effort in our portfolio companies and believe that the fair values of our fund
investments will develop positively during the current year.

We estimate our operating profit to increase from the level obtained in 2012.

Heikki Westerlund, Chairman of the Board:

"We have initiated a development programme with the objective to return CapMan to its growth
trajectory. As part of this programme, the Board of Directors have decided to look for a
replacement for the company's CEO. We also aim to repay the hybrid loan during 2013, taking
advantage of opportunities in the current financial market. We believe that we have a foundation
for profitable growth as the capital markets constantly present us with new and exciting
possibilities. We strive to benefit from these opportunities in our fundraising activities and
selectively also through acquisitions. 

The board proposes that based on last year's result, no dividend be paid in line with our dividend
policy. The result in 2012 was in line with our forecast, but a disappointment overall. Slight
positive earnings per share do not justify the payment of a dividend.

In light of market conditions, we were successful in reaching our fundraising objectives. We
raised MEUR 151.8 in the first fundraising round for our tenth buyout fund. We are making progress
in fundraising for the CapMan Nordic Real Estate and CapMan Russia II funds and expect to achieve
first closings in the next few months. This provides an excellent foundation for the development
of our activities."  

Business operations

CapMan Group is a private equity fund manager operating in the Nordic countries and Russia. The
Group also makes investments in its own funds. 

Private equity investment means making direct equity investments in companies and real estate.
Investments are made through funds, which raise their capital primarily from institutional
investors such as pension funds and foundations. Private equity investors actively develop their
portfolio companies and real estate by working closely with the management and tenants. Value
creation is based on promoting companies' sustainable growth and strengthening their strategic
position. Private equity investment is of a long-term nature - investments are held for an average
of four to six years and the entire life cycle of a fund is typically around 10 years. Over the
long term, private equity funds have generated significantly higher levels of returns compared to
other investment classes1, and the industry's long term prospects are favourable. By investing in
CapMan, institutional and private investors can benefit from the profit potential of the private
equity industry while diversifying their exposure.

The Group has two operating segments: a Management Company business and a Fund Investment
business. 

In its Management Company business, CapMan raises capital from Nordic and international
institutions for the funds that it manages. The investment teams invest this capital in Nordic and
Russian companies and real estate. The Management Company business has two sources of income. Fund
investors pay a management fee to CapMan (typically 0.5-2.5% p.a.) during the life cycle of each
fund. The management fee is based on fund size less realised exits during the fund's investment
period (typically 5 years), after which the management fee is based on the remaining invested
portfolio valued at cost. Management fees normally cover CapMan's operating costs and generally
represent a steady and highly predictable source of income. 

The second source of income of the Management Company business is carried interest received from
funds. Carried interest denotes the Management Company's share of each fund's cash flow after
paid-in capital has been distributed to fund investors and the latter have received their annual
preferential return (so-called hurdle rate (IRR), typically 8% p.a.). The amount of carried
interest generated depends on the timing of exits and the stage at which funds are in their life
cycle, which makes advance prediction difficult. 

Through its Fund Investment business CapMan makes investments from its own balance sheet in the
funds that it manages. Income in this business is generated by increases in the fair value of
investments and realised returns. Fair value is determined by the development of portfolio
companies and real estate held by the funds in addition to general market developments. Revenue
from CapMan's fund investments can sometimes be negative. 

As there may be considerable quarterly fluctuations in carried interest and the fair value of fund
investments, the Group's financial performance should be analysed over a longer time span than the
quarterly cycle.

Group turnover and result in 2012 

The Group's turnover in 2012 declined by 15.8% from 2011 and totalled MEUR 27.3 (2011: MEUR 32.4).
Turnover for the year was impacted by lower management fees compared to 2011. In addition,
turnover for 2011 included MEUR 1.0 of real estate consulting income. CapMan sold its real estate
consulting business in June 2011.

Operating expenses fell as expected, as a result of efficiency enhancement initiatives, and
totalled MEUR 30.3 (MEUR 34.9). Operating expenses for the year included an impairment loss of 0.6
MEUR resulting from CapMan's sale of a 4% stake in Access Capital Partners Group SA. Operating
expenses also include the investment teams' share of total carried interest, which amounted to
MEUR 0.5 for the accounting period.

The Group recorded an operating profit of MEUR 2.6 (MEUR 11.1), which represented a decrease of
76.5% from the previous year. The decrease in operating profit from 2011 was largely the result of
a more modest increase in the value of CapMan's own fund investments.

Financial income and expenses amounted to MEUR 0.1 (MEUR 0.6). CapMan's share of the profit of its
associated companies was MEUR 0.6 (MEUR 2.1). Profit before taxes was MEUR 3.3 (MEUR 13.7) and
profit after taxes was MEUR 2.7 (MEUR 11.1).

Profit attributable to the owners of the parent company was MEUR 2.7 (MEUR 10.9). Earnings per
share were 0.3 cents (10.1 cents).

A quarterly breakdown of turnover and profit, together with turnover, operating profit/loss, and
profit/loss by segment for the accounting period, can be found in the Tables section of this
report. 

Management Company business

Turnover generated by the Management Company business during the year totalled MEUR 27.3 (MEUR
32.4). Management fees decreased, as expected, compared to 2011 and totalled MEUR 23.9 (MEUR
27.1). This was attributable to exits made after the 2011 financial year.

Carried interest income totalled MEUR 1.8 (MEUR 3.1) and was received mainly from the CapMan
Equity VII B fund, following the exit from Tokmanni Group. 

Other income included in turnover was MEUR 1.5 (MEUR 1.2) for the year and included income from
the CapMan Purchasing Scheme (CaPS), a purchasing service aimed at CapMan's portfolio companies,
among other income. 

The Management Company business recorded an operating loss of MEUR 2.3 (loss of MEUR 1.1) and a
loss for the year of MEUR 2.5 (loss of MEUR 1.7). The status of the funds managed by CapMan is
presented in more detail in Appendix 1.

Fund Investment business

Fair value changes related to fund investments during 2012 were MEUR 5.3 (MEUR 12.8) and
represented a 7.0% increase in value over the year (21.8% increase in value during 2011). Fair
value changes during the last quarter were MEUR 1.8 (MEUR 2.6) and represented a 2.5% increase in
value during the quarter (3.9% increase in value during Q4 2011). The positive trend was a result
of favourable financial development of portfolio companies during 2012. Fair value changes were
also influenced by developments in the market value of the listed peers of our portfolio
companies. The aggregate fair value of fund investments as of 31 December 2012 was MEUR 74.5 (31
December 2011: MEUR 70.2).

Operating profit for the Fund Investment business was MEUR 4.9 (MEUR 12.2) and profit for the year
MEUR 5.3 (MEUR 12.8). CapMan's share of the result of its Maneq associated companies impacted
profit performance. Changes in the fair value of Maneq fund investments impacted the performance
of Maneq companies.

CapMan invested a total of MEUR 6.3 (MEUR 11.8) in its funds during 2012. The majority of this was
allocated to the CapMan Buyout VIII and CapMan Russia funds. CapMan received distributions from
funds totalling MEUR 4.0 (MEUR 19.5). The majority of the distributions came from the CapMan
Equity VII A fund and the CapMan Equity VII B fund as a result of the exit from Tokmanni Group. 
CapMan made new commitments of MEUR 3.0 into the CapMan Buyout X fund during the accounting
period.

The amount of remaining commitments totalled MEUR 22.5 as of 31 December 2012 (31 December 2011:
MEUR 24.4). The aggregate fair value of existing investments and remaining commitments as of the
same date was MEUR 96.9 (MEUR 94.6). CapMan's objective is to invest 1-5% of the original capital
in the new funds that it manages, depending on fund size, fund demand, and CapMan's own investment
capacity.

Investments in portfolio companies are valued at fair value in accordance with the International
Private Equity and Venture Capital Valuation Guidelines (IPEVG), while real estate assets are
valued in accordance with the value appraisals of external experts, as detailed in Appendix 1.

Investments at fair value and remaining investment capacity by investment area are presented in
the Tables section.

Balance sheet and financial position as of 31 December 2012

CapMan's balance sheet totalled MEUR 132.5 as of 31 December 2012 (31 December 2011: MEUR 142.5).
Non-current assets amounted to MEUR 116.1 (MEUR 111.3), of which the carrying amount of goodwill
totalled MEUR 6.2 (MEUR 6.2). 

Fund investments booked at fair value totalled MEUR 74.5 (MEUR 70.2). Long-term receivables
amounted to MEUR 20.0 (MEUR 19.6), of which MEUR 18.7 (MEUR 18.7) were loan receivables from Maneq
funds. Both CapMan Plc and CapMan personnel are investors in Maneq funds. The expected returns
from CapMan's Maneq investments are broadly in line with the return expectations for CapMan's
other investments in its own funds, and Maneq funds pay market rate interest on loans they receive
from CapMan Plc.

Current assets amounted to MEUR 15.5 (MEUR 27.7). Liquid assets (cash in hand and at banks, plus
other financial assets at fair value through profit and loss) amounted to MEUR 7.0 (MEUR 22.3).
The decrease in liquid assets was mainly due to fewer exits made during the year.

CapMan Plc's hybrid bond stands at MEUR 29.0. Due to the dividends paid, the interest on the bond
for the financial year is deducted from equity in line with the terms of the loan. The interest on
the bond is payable semi-annually. CapMan Plc had a bank financing package totalling MEUR 45.0
(MEUR 44.4) available as of 31 December 2012, of which MEUR 32.2 (MEUR 34.4) was utilised. Trade
and other payables totalled MEUR 13.2 (MEUR 15.3). The Group's interest-bearing net debts amounted
to MEUR 25.5 (MEUR 12.7).

CapMan Plc's bank loans include financing covenants, which are conditional to the equity ratio,
the ratio of interest bearing bank loans to fund investments from the balance sheet and the level
of rolling 12 month EBITDA. CapMan honoured all covenants as of 31 December 2012. 

The Group's cash flow from operations totalled MEUR -8.8 (MEUR -8.2). Income from fund management
fees is paid semi-annually, in January and July, and is shown under working capital in the cash
flow statement. Cash flow from investments totalled MEUR 0.9 (MEUR 14.6) and includes, inter alia,
fund investments and repaid capital received by the Group. Cash flow before financing totalled
MEUR -7.9 (MEUR 6.4), while cash flow from financing was MEUR -7.4 (MEUR -18.6). 

Key figures 31 December 2012

CapMan's equity ratio as of 31 December 2012 was 63.1% (31 December 2011: 61.9%), its return on
equity 3.2% (12.4%), and its return on investment 4.2% (11.9%). The target levels for the
company's equity ratio and return on equity are at least 60% and over 20%, respectively.

Key figures

                                                           31.12.12    31.12.11 
                                                                                
 Earnings per share, cents                                      0.3        10.1 
 Diluted, cents                                                 0.3        10.1 
 Shareholders' equity / share, cents *                         98.6       104.7 
 Share issue adjusted number of shares                   84,255,467  84,255,467 
 Number of shares at the end of period                   84,281,766  84,281,766 
 Number of shares outstanding                            84,255,467  84,255,467 
 Company's possession of its own shares, end of period       26,299      26,299 
 Return on equity, %                                            3.2        12.4 
 Return on investment,%                                         4.2        11.9 
 Equity ratio,%                                                63.1        61.9 
 Net gearing,%                                                 30.7        14.4 


*) In line with IFRS standards, the MEUR 29 hybrid bond has been included in equity, also when
calculating equity per share. The interest on the hybrid bond (net of tax) for the accounting
period has been included when calculating earnings per share.

Board's proposal for distribution of profit

CapMan Plc's goal is to distribute at least 50% of net profit as dividends. CapMan Plc's Board of
Directors will propose to the Annual General Meeting to be held on 20 March 2013 that no dividend
be paid to shareholders for 2012. A dividend of EUR 0.7 per share was paid for 2011.CapMan Plc's
distributable assets amounted to MEUR 12.8 on 31 December 2012 (MEUR 13.8 on 31 December 2011). 

Fundraising during 2012 and capital under management as of 31 December 2012

Capital under management refers to the remaining investment capacity of funds and capital already
invested at acquisition cost. Capital increases as fundraising for new funds progresses and
declines as exits are made. 

CapMan held the first closing for the CapMan Buyout X fund at MEUR 151.8 during 2012. CapMan
continues fundraising for the CapMan Buyout X fund during the current year and expects to complete
the first closings of fundraising for the CapMan Nordic Real Estate and the CapMan Russia II funds
in the next few months. 

CapMan expects fundraising conditions to remain challenging also in 2013. The extended period of
economic instability has prolonged fundraising efforts of many private equity funds, resulting in
a record number of funds in the market. As fund investors are increasingly selective in making
investment decisions, fewer funds have been established compared to previous years. The weak exit
market reduces capital repayments to investors and impedes their ability to make new commitments
to private equity funds.  The EU's Basel III and Solvency II regulatory initiatives limit the
ability of European banks and insurance companies to invest in private equity funds, and could
therefore impact CapMan's fundraising activity.

Capital under management was MEUR 3,126.7 as of 31 December 2012 (31 December 2011: MEUR 3,065.9).
The increase is attributable to the establishment of the CapMan Buyout X fund. Of the total
capital under management, MEUR 1,686.5 (MEUR 1,632.0) was held in funds making investments in
portfolio companies and MEUR 1,440.2 (MEUR 1,433.9) in real estate funds. 

Funds under management, together with their investment activities, are presented in more detail in
Appendices 1 and 2.  

Other events during the year

Funds managed by CapMan completed the exit from the Tokmanni Group in July. The exit transferred
the CapMan Equity VII B fund to carry. The impact of the transaction on CapMan's result for the
accounting period was approx. MEUR 1.2 consisting of carried interest income and return on
CapMan's own fund investments. The impact on the Group's cash flow was approx. MEUR 4.4. 

CapMan sold a 4% percent stake in Access Capital Partners Group SA in July. Following the
transaction, CapMan retains a 1% stake in the company. The transaction resulted in a MEUR 0.6 loss
and positive cash flow of approx. MEUR 2 for the Group for the accounting period.  

CapMan signed the UN Principles for Responsible Investment (UNPRI) in December 2012.

CapMan began investigating options for the establishment of a new Public Market fund together with
a partner. The planned Public Market Fund II would be established as an independent fund from
CapMan in June 2013 the earliest. In accordance with the new arrangement, the new fund would pay
management fees and carried interest income to CapMan based on fund commitments made through
CapMan. The existing Public Market Fund continues its exit and value creation activities in line
with its strategy and the aforementioned arrangement in the Public Market Fund II has no effect on
CapMan's earnings potential from the Public Market Fund.  

Events after the end of the accounting period

Funds managed by CapMan exited IT2 Treasury Solutions in January 2013. The transaction did not
have a substantial impact on CapMan's result in 2012 or 2013 as the funds are not in carry and as
the change in fair value was small. In January 2013, funds managed by CapMan signed an agreement
to exit Tieturi Oy. Carried interest income from the Finnventure Rahasto V and CapMan Equity VII B
funds have no substantial impact on CapMan's result for 2013. 

CapMan Plc issued a notice on 16 January 2013 related to Eläkekassa Verso's change in ownership of
CapMan Plc that took place on 29 November 2012. The flagging notice, received on 15 January 2013,
stated that the total number of CapMan Plc shares held by Eläkekassa Verso had exceeded 5%.

The CapMan Buyout X fund started generating management fees in January 2013.

CapMan separated the mezzanine business from the CapMan Buyout investment partnership in February
2013 into an independent partnership, CapMan Credit. Under the arrangement, CapMan Credit will
continue to execute the investment strategy of the Mezzanine V fund, while building a foundation
for the development other debt financing products. The two members of the investment team are
based in CapMan's Stockholm office.

Personnel 

CapMan employed a total of 109 people as of 31 December 2012 (31.12.2011: 120), of whom 71 (79)
worked in Finland and the remainder in the other Nordic countries, Russia, and Luxembourg. The
decrease in number of employees during 2012 is largely attributable to efficiency enhancement
measures carried out during the year. A breakdown of personnel by country and team is presented in
the Tables section.

Authorisations held by the Board of Directors

The Annual General Meeting held on 14 March 2012 authorised the Board of Directors to decide on
the repurchase and/or on the acceptance as pledges of the company's B shares. The number of B
shares concerned shall not exceed 8,000,000, and the authorisation shall remain in force until the
end of the following AGM and 30 June 2013 at the latest. The AGM also authorised the Board to
decide on the issuance of shares and other special rights entitling to shares. The number of
shares to be issued shall not exceed 15,000,000 B shares and the authorization shall remain in
force until the end of the following AGM, however no later than 30 June 2013. The Board did not
utilise the aforementioned authorisations during 2012.

Further details on these authorisations can be found in the stock exchange release on the
decisions taken by the AGM issued on 14 March 2012.

Shares and share capital

There were no changes in CapMan Plc's share capital or the number of company shares during 2012.
Share capital as of 31 December 2012 totalled EUR 771,586.98. The number of B shares was
78,531,766 and that of A shares 5,750,000 as of 31 December 2012.

B shares entitle holders to one vote per share and A shares to 10 votes per share. 

Shareholders 

The number of CapMan Plc shareholders increased by 8.4% during 2012 and totalled 6,137 as of 31
December 2012 (31 December 2011: 5,659). 

CapMan Plc received two flagging notices on 26 September 2012 related to share transactions that
took place on 26 September 2012. Oy Inventiainvest Ab's share of the total number of shares and
voting rights in CapMan Plc has exceeded 5% and 15%, respectively. Ari Tolppanen's and Oy
Aristo-Invest Ab's combined share of the total number of shares in CapMan Plc and their combined
share of voting rights in CapMan Plc have fallen below 5%. Ari Tolppanen's combined direct and
indirect ownership of and voting rights in CapMan Plc remain unchanged following the transaction.

CapMan Plc issued a notice on 16 January 2013 related to Eläkekassa Verso's change in ownership of
CapMan Plc that took place on 29 November 2012. The flagging notice, received on 15 January 2013,
stated that the total number of CapMan Plc shares held by Eläkekassa Verso had exceeded 5%.

Company shares

As of 31 December 2012, CapMan Plc held a total of 26,299 CapMan Plc B shares, representing 0.03%
of both classes of shares and 0.02% of voting rights. The market value of shares held by CapMan
was EUR 22,091.16 as of 31 December 2012.  No changes occurred in the number of shares held by
CapMan Plc during the year.

Stock option programmes

As of 31 December 2012, CapMan Plc had one stock option programme-Option Programme 2008-in place
as part of its incentive and commitment arrangements for personnel. The maximum number of stock
options issued under Option Programme 2008 will be 4,270,000, which will carry an entitlement to
subscribe to a maximum of 4,270,000 new B shares. The programme is divided into A and B series,
both of which cover a maximum of 2,135,000 option entitlements. The share subscription price of
the 2008A options is EUR 2.46 and of the 2008B option EUR 0.89. The subscription period for 2008A
and 2008B options started on 1 May 2011 and 1 May 2012, respectively. Receivables from shares
subscribed to under these options will be entered in the company's unrestricted shareholders'
equity. As of 31 December 2012, 1,926,250 2008A stock option entitlements and 2,070,000 2008B
stock option entitlements were allocated. A total of 7 key persons are entitled to participate in
the stock option programme. The terms for the stock option programme are available on CapMan's
website.

Trading and market capitalisation

CapMan Plc's B shares closed at EUR 0.84 on 31 December 2012 (31 December 2011: EUR 1.01). The
average price during the year was EUR 0.93 (EUR 1.39). The highest price paid was EUR 1.18 (EUR
1.84) and the lowest EUR 0.81 (EUR 0.90). The number of CapMan Plc B shares traded totalled 20.4
million (24.1 million), valued at MEUR 19.0 (MEUR 32.0).

The market capitalisation of CapMan Plc B shares as of 31 December 2012 was MEUR 66.0 (31 December
2011: MEUR 79.3). The market capitalisation of all company shares, including A shares valued at
the closing price of B shares, was MEUR 70.8 (MEUR 85.1).

Decisions taken by the Annual General Meeting for 2012 andorganising meeting held by the Board of
Directors

The decisions have been described in detail in two stock exchange releases published on 14 March
2012. 

Publication of the Financial Statements and the Report of the Board of Directors, and the Annual
General Meeting for 2013

CapMan Group's Financial Statements and the Report of the Board of Directors for 2012 will be
published as part of the company's Annual Report for 2012 in Week 9. CapMan Plc's 2013 Annual
General Meeting will be held on Wednesday 20 March 2013 at 9:00 am in Helsinki. Complete financial
statements, as required under the terms of the Finnish Companies Act, will be available on
CapMan's website by 27 February 2013 at the latest.

Corporate Governance Statement

CapMan Plc's Corporate Governance Statement will be published separately from the Report of the
Board of Directors as part of the company's electronic Annual Report for 2012 in Week 9 and will
be available on the company's website.

Significant risks and short-term uncertainties

Prolonged financial market uncertainty may affect CapMan's operations by delaying exits and
reducing the fair value of the Group's fund investments. Fluctuations in exchange rates could also
affect the valuation of CapMan's portfolio companies. 

Continued market uncertainty will also likely deteriorate the already challenging fundraising
conditions by reducing fund investors' willingness and ability to make new commitments to CapMan's
funds. Fundraising markets are expected to remain crowded over the short term, possibly affecting
the outcome of the on-going fundraising. A successful fundraising effort will impact the total
amount of capital under management, hence resulting in new management fees. 

The projections related to the profitability of the Management Company business involve
significant uncertainty in the near term. Due to difficulties in forecasting the timing of carried
interest and the change in fair value developments, providing financial guidance remains
challenging over the long term. 

The company's financing agreements include financing covenants, which, if breached, may result in
increased financing costs for the company or stipulate partial or full repayment of outstanding
bank loans. Risks for a breach in covenants are related to potential market-induced volatility in
EBITDA. 

The EU's Basel III and Solvency II regulatory initiatives limit the ability of European banks and
insurance companies to invest in private equity funds, and could therefore impact CapMan's
fundraising activity.

Business environment

An ever-challenging fundraising market, a slowdown of M&A activities and prolonged uncertainty of
the financial markets characterised the private equity industry in 2012. Regardless, private
equity funds have maintained their status as an attractive form of investment. According to a
survey by Preqin, more than four out of five plan to invest at least the same amount into private
equity funds in 2013 as compared to last year. Only 14% of respondents intend to decrease their
investments in the asset class. Approx. 40% of the respondents consider Europe an attractive
investment area. Funds that invest in small and mid-sized buyouts remain popular as more than half
of all respondents intend to invest in this fund category.2

Despite the positive attitudes, fundraising markets have remained competitive and the number of
funds raising capital increased during the last quarter of 2012. Due to growing supply, investors
are more discerning and the average time taken for funds to achieve final close has increased
compared to 2011.3   

M&A activity rebounded a little in Europe during the last quarter of 2012, although the number of
deals completed during the full year was below levels obtained in 2011 and 2010. The pan-European
trend was duplicated in the Nordic countries as the number of Nordic buyout deals completed during
the last quarter of 2012 doubled from the previous quarter.4 In a challenging market, GPs have
strengthened their portfolio companies by improving their market positions and performance through
add-on investments. The number of add-on investments has grown robustly from levels preceding the
2008 financial crisis.5 CapMan funds investing in portfolio companies have some MEUR 599 available
for new and add-on investments, while real estate funds have approx. MEUR 53 in investment
capacity, primarily for developing their existing portfolios.

Deleveraging pressures on European banks also affect the activity of Nordic banks. Debt financing
remains available, although banks are focused on financing larger companies, which has hampered
the availability of financing for small and mid-sized businesses. Small and mid-sized companies in
Finland and Sweden have experienced reduced availability of bank financing.6 The impact of private
equity for growth financing is emphasised also in Russia, as the availability of bank financing
for small and mid-sized businesses is limited.

In 2012, the volume of real estate transactions in Finland increased to BEUR 2.1 from BEUR 1.8 in
2011, according to statistics compiled by KTI.7  Foreign buyers accounted for approx. one quarter
of the annual volume and investors focused mainly on prime real estate targets with stable rents.8
In Sweden, transaction volumes increased to BEUR 12.5 based on preliminary information by leading
real estate advisors. In Europe, transaction volumes in 2012 remained at levels obtained in the
previous year.9 Rent increases were curbed in the Nordic countries during 2012 and vacancy rates
are edging higher, with the exception of Stockholm.10 Availability of traditional senior financing
outside of the prime sector remains relatively scarce throughout the year with tightened terms.   

CapMan funds investing in portfolio companies will continue to execute their investment strategies
and believes that the fair value changes of our own investments to be largely positive during the
current year. In accordance with IPEVG criteria, the fair value development of portfolio companies
will also be impacted by the development of the profit projections and market valuations of listed
companies and the performance of currencies used in our areas of operations against the euro. 

   

Regulatory environment

The European Directive on Alternative Investment Fund Managers (AIFM directive) came into force on
21 July 2011 and AIFMD Level 2, the supplementing act that guides its implementation, was released
on 19 December 2012. Member states have until 22 July 2013 to integrate it into their national
legislation. The directive stipulates an operating license for participants, as well as other
significant requirements, including fund investor and authority reporting. Thanks to its
organisation and operating model, CapMan is in a good position to operate within the requirements
of these new regulations. 

CapMan actively monitors other regulatory developments affecting the industry, including the Basel
III and Solvency II initiatives, which are designed to set capital requirements for European banks
and insurance companies.

Outlook for 2013:

The development of management fees during 2013 depends on the timing of exits made from current
funds and the size and timing of new funds under establishment. We are adjusting our operating
costs to match the level of management fees and anticipate that our management fees will cover our
expenses as of the second half of 2013.

Our current portfolio holds several investments, which we are ready to exit during 2013. The
timing of such exits will impact the results of our Management Company business for 2013 through
carried interest income from funds, in the event that the fund is in carry or about to enter carry
as a result of the exit. 

The result of our Fund Investment business will mainly depend on the value development of
investments in those funds, in which CapMan is a substantial investor. We continue our value
creation effort in our portfolio companies and believe that the fair values of our fund
investments will develop positively during the current year.

We estimate our operating profit to increase from the level obtained in 2012.

The CapMan Group will publish its Interim Report for 1 January - 31 March 2013 on Friday, 3 May
2013.

Helsinki, 8 February 2013 

CAPMAN PLC 
Board of Directors

Press conference:

A press conference (in Finnish) for analysts and the media will be held today at 10.00 a.m. EET at
CapMan's offices at Korkeavuorenkatu 32, Helsinki at which CapMan's CFO and Interim CEO Niko
Haavisto and Chairman of the Board Heikki Westerlund will present the result and review the market
situation. 

Presentation material for the press conference will be published in Finnish and English on the
CapMan Group's website once the conference has started.

Further information:
Heikki Westerlund, Chairman of the Board, tel. +358 207 207 504 or +358 50 559 6580 
Niko Haavisto, CFO and Interim CEO, tel. +358 207 207 583 or +358 50 465 4125

Distribution:
NASDAQ OMX Helsinki 
Principal media 
www.capman.com

1) Bain & Company, Global Private Equity Report
2) Preqin Private Equity Spotlight January 2013
3) Preqin 2012 Private Equity Fundraising January 2013
4) Unquote Arle Q4 2012 Private Equity Barometer
5) Preqin Private Equity Spotlight December 2012
6) ECB Survey of the Access to Finance of SMEs November 2012, ALMI Företagspartner-Låneindikator
Q4 2012
7) KTI Transaction Information Services January 2013
8) Fastighetsvärlden 7.1.2013: "Fyra konsultbolag om 2012: Drygt 107 mdr i omsättning" 
9) CBRE MarketView Q4 2012, European Investment Quarterly
10) Jones Lang Lasalle Nordic City Report Autumn 2012

Appendices (after the Tables section): 

Appendix 1: The CapMan Group's funds under management as of 31 December 2012, MEUR
Appendix 2: Operations of CapMan's funds under management, 1 January - 31 December 2012

Accounting principles

The Financial Statements Bulletin has been prepared in accordance with the International Financial
Standards (IFRS) and interpretations in force as of 31 December 2012.The information presented in
the Financial Statements Bulletin is based on the audited CapMan 2012 financial statements.

 GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)                                                  
                                                                                                 
 EUR ('000)                                        10-12/12      10-12/11       1-12/12  1-12/11 
                                                                                                 
 Turnover                                             6,049         6,832        27,304   32,440 
                                                                                                 
 Other operating income                                   0            29           216      670 
 Personnel expenses                                  -4,040        -5,975       -17,411  -22,349 
 Depreciation and amortisation                         -255          -178          -822     -811 
 Other operating expenses                            -2,878        -3,286       -12,017  -11,704 
 Fair value gains / losses of investments             1,788         2,629         5,333   12,849 
                                                                                                 
 Operating profit                                       664            51         2,603   11,095 
                                                                                                 
 Financial income and expenses                         -213           346           131      559 
 Share of associated companies' result                  163          -698           598    2,055 
                                                                                                 
 Profit before taxes                                    614          -301         3,332   13,709 
                                                                                                 
 Income taxes                                          -206           877          -624   -2,622 
                                                                                                 
 Profit for the period                                  408           576         2,708   11,087 
                                                                                                 
                                                                                                 
 Other comprehensive income:                                                                     
 Translation differences                                 -1           -32             5      -31 
                                                                                                 
 Total comprehensive income                             407           544         2,713   11,056 
                                                                                                 
 Profit attributable to:                                                                         
 Equity holders of the company                          408           576         2,708   10,899 
 Non-controlling interests                                0             0             0      188 
                                                                                                 
 Total comprehensive income attributable to:                                                     
 Equity holders of the company                          407           544         2,713   10,868 
 Non-controlling interests                                0             0             0      188 
                                                                                                 
 Earnings per share for profit attributable                                                      
 to the equity holders of the Company:                                                           
 Earnings per share, cents                             -0.3           0.0           0.3     10.1 
 Diluted, cents                                        -0.3           0.0           0.3     10.1 


Accrued interest payable on the hybrid loan for the accounting period has been taken into account
when calculating earnings per share.

 GROUP BALANCE SHEET (IFRS)                                                  
                                                                             
 EUR ('000)                                               31.12.12  31.12.11 
                                                                             
 ASSETS                                                                      
                                                                             
 Non-current assets                                                          
 Tangible assets                                               364       438 
 Goodwill                                                    6,204     6,204 
 Other intangible assets                                     1,491     1,881 
 Investments in associated companies                         8,954     8,347 
 Investments at fair value through profit and loss                           
 Investments in funds                                       74,465    70,167 
 Other financial assets                                         99       597 
 Receivables                                                19,957    19,601 
 Deferred income tax assets                                  4,578     4,025 
                                                           116,112   111,260 
                                                                             
 Current assets                                                              
 Trade and other receivables                                 8,532     5,467 
 Other financial assets at fair value                                        
 through profit and loss                                       365       378 
 Cash and bank                                               6,625    21,887 
                                                            15,522    27,732 
                                                                             
 Non-current assets held for sale                              848     3,501 
                                                                             
 Total assets                                              132,482   142,493 
                                                                             
                                                                             
 EUR ('000)                                               31.12.12  31.12.11 
                                                                             
 EQUITY AND LIABILITIES                                                      
                                                                             
 Capital attributable the Company's                                          
 equity holders                                                              
 Share capital                                                 772       772 
 Share premium account                                      38,968    38,968 
 Other reserves                                             38,814    38,679 
 Translation difference                                         43        38 
 Retained earnings                                           4,450     9,784 
                                                                             
 Total equity                                               83,047    88,241 
                                                                             
 Non-current liabilities                                                     
 Deferred income tax liabilities                             2,313     2,569 
 Interest-bearing loans and borrowings                      22,678    28,753 
 Other liabilities                                           1,241     1,131 
                                                            26,232    32,453 
                                                                             
 Current liabilities                                                         
 Trade and other payables                                   13,219    15,269 
 Interest-bearing loans and borrowings                       9,785     6,250 
 Current income tax liabilities                                199       280 
                                                            23,203    21,799 
                                                                             
 Total liabilities                                          49,435    54,252 
                                                                             
 Total equity and liabilities                              132,482   142,493 


 GROUP STATEMENT OF CHANGES IN EQUITY                                                                                                 
                                                                                                                                      
                                     Attributable to the equity holders of the Company                                                
                                                                                                                                      
 EUR ('000)                              Share     Share    Other  Trans-lation          Retained    Total  Non-control-ling    Total 
                                       capital   premium   reser-          dif-          earnings                      inte-   equity 
                                                 account      ves        feren-                                        rests          
                                                                            ces                                                       
                                                                                                                                      
 Equity on 1 January 2011                  772    38,968   38,679            69            12,241   90,729               273   91,002 
 Options                                                                                      591      591                        591 
 Dividends                                                                                -10,114  -10,114              -222  -10,336 
 Hybrid bond, interest (net of tax)                                                        -2,414   -2,414                     -2,414 
 Other changes                                                                                384      384                        384 
 Copmrehensive profit                                                       -31            10,899   10,868               188   11,056 
 Acquisition of                                                                            -1,803   -1,803              -239   -2,042 
 non-controlling                                                                                                                      
 interests                                                                                                                            
 Equity on 31 December 2011                772    38,968   38,679            38             9,784   88,241                 0   88,241 
                                                                                                                                      
                                                                                                                                      
 Equity on 1 January 2012                  772    38,968   38,679            38             9,784   88,241                 0   88,241 
 Options                                                      135                             272      407                        407 
 Dividends                                                                                 -5,898   -5,898                     -5,898 
 Hybrid bond,                                                                              -2,463   -2,463                     -2,463 
 interest (net of tax)                                                                                                                
 Other changes                                                                                 47       47                         47 
 Copmrehensive profit                                                         5             2,708    2,713                      2,713 
 Equity on 31 December 2012                772    38,968   38,814            43             4,450   83,047                 0   83,047 
                                                                                                                                      


 STATEMENT OF CASH FLOW (IFRS)                                 
                                                               
 EUR ('000)                                   1-12/12  1-12/11 
                                                               
 Cash flow from operations                                     
 Profit for the financial year                  2,708   11,087 
 Adjustments                                     -240  -10,350 
 Cash flow before change in working capital     2,468      737 
 Change in working capital                     -6,875   -1,142 
 Financing items and taxes                     -4,351   -7,788 
 Cash flow from operations                     -8,758   -8,193 
                                                               
 Cash flow from investments                       862   14,607 
                                                               
 Cash flow before financing                    -7,896    6,414 
 Dividends paid                                -5,898  -10,336 
 Other net cash flow                           -1,468   -8,240 
 Financial cash flow                           -7,366  -18,576 
                                                               
 Change in cash funds                         -15,262  -12,162 
 Cash funds at start of the period             21,887   34,049 
 Cash funds at end of the period                6,625   21,887 


 Segment information                                                                                                                         
                                                                                                                                             
 The Group reports two segments: Management Company business and Fund Investments                                                            
                                                                                                                                             
 10-12/2012                                               Management Company business                      Fund Investment business    Total 
 EUR ('000)                                                   CapMan   CapMan Real Estate           Total                                    
                                                       Private Equity                                                                        
                                                                                                                                             
 Turnover                                                       4,374               1,675           6,049                         0    6,049 
 Operating profit/loss                                           -854                -175          -1,029                     1,693      664 
 Profit/loss for the financial year                            -1,142                -211          -1,353                     1,761      408 
                                                                                                                                             
                                                                                                                                             
 10-12/2011                                               Management Company business                      Fund Investment business    Total 
 EUR ('000)                                                   CapMan   CapMan Real Estate           Total                                    
                                                       Private Equity                                                                        
                                                                                                                                             
 Turnover                                                       5,427               1,405           6,832                         0    6,832 
 Operating profit/loss                                         -1,603                -685          -2,288                     2,339       51 
 Profit/loss for the financial year                            -2,033                -685          -2,718                     3,294      576 
                                                                                                                                             
                                                                                                                                             
 1-12/2012                                                Management Company business                      Fund Investment business    Total 
 EUR ('000)                                     CapMan Private Equity  CapMan Real Estate           Total                                    
                                                                                                                                             
 Turnover                                                      20,529               6,775          27,304                         0   27,304 
 Operating profit/loss                                         -1,401                -895          -2,296                     4,899    2,603 
 Profit/loss for the financial year                            -1,614                -931          -2,545                     5,253    2,708 
                                                                                                                                             
 Assets                                                         7,714                 444           8,158                   107,954  116,112 
 Total assets includes:                                                                                                                      
 Investments in associated companies                                0                   0               0                     8,954    8,954 
                                                                                                                                             
 Non-current assets held for sale                                 848                   0             848                         0      848 
                                                                                                                                             
                                                                                                                                             
 1-12/2011                                                Management Company business                      Fund Investment business    Total 
 EUR ('000)                                     CapMan Private Equity  CapMan Real Estate           Total                                    
                                                                                                                                             
 Turnover                                                      24,633               7,807          32,440                         0   32,440 
 Operating profit/loss                                            -45              -1,024          -1,069                    12,164   11,095 
 Profit/loss for the financial year                              -651              -1,024          -1,675                    12,762   11,087 
                                                                                                                                             
 Assets                                                         8,362                 627           8,989                   102,271  111,260 
 Total assets includes:                                                                                                                      
 Investments in associated companies                                0                   0               0                     8,347    8,347 
                                                                                                                                             
 Non-current assets held for sale                               3,501                   0           3,501                         0    3,501 
                                                                                                                                             


Income taxes

The Group's income taxes in the Income Statements are calculated on the basis of current taxes on
taxable income and deferred taxes.  Deferred taxes are calculated on the basis of all temperary
differences between book value and fiscal value.

Dividend

A dividend of EUR0.07 per share, total EUR5.9 million, was paid for the year 2011. The dividend
was paid to the shareholders on 26 March 2012. (A dividend of EUR0.12 per share, total EUR10.1
million, was paid for the year 2010.)

 Non-current assets                                                        
                                                                           
 EUR ('000)                                             31.12.12  31.12.11 
 Investments in funds at fair value through                                
 profit and loss at Jan 1                                 70,167    66,504 
 Additions                                                 6,333    11,847 
 Distributions                                            -4,042   -19,530 
 Fair value gains/losses on investments                    2,007    11,346 
 Investments in funds at fair value through                                
 profit and loss at end of the period                     74,465    70,167 
                                                                           
 Investments in funds at fair value through                                
 profit and loss at the end of period                   31.12.12  31.12.11 
                                                                           
 Buyout                                                   39,562    37,458 
 Mezzanine                                                 3,647     3,835 
 Russia                                                    4,202     2,836 
 Public Market                                             4,009     3,631 
 Real Estate                                               6,862     6,038 
 Other                                                    11,833    11,961 
 Access                                                    4,350     4,408 
 In total                                                 74,465    70,167 


 Transactions with related parties (associated companies)                   
                                                                            
 EUR ('000)                                              31.12.12  31.12.11 
 Receivables - non-current at end of accounting period     18,721    18,682 
 Receivables - current at end of accounting period            691       890 
                                                                            
                                                                            
 Non-current liabilities                                                    
                                                                            
 EUR ('000)                                              31.12.12  31.12.11 
 Interest bearing loans at end of accounting period        22,678    28,753 
                                                                            


Seasonal nature of CapMan's business 

Carried inrerest income is accrued on an irregular schedule depending on the timing of exits. One
exit may have an appreciable impact on the Group's result for the full financial year.

 Personnel                       
                                 
 By country   31.12.12  31.12.11 
 Finland            71        79 
 Sweden             16        18 
 Norway              8         8 
 Russia             13        14 
 Luxembourg          1         1 
 In total          109       120 


 Commitments                                                                   
                                                                               
 EUR ('000)                                                 31.12.12  31.12.11 
 Leasing agreements                                            6,885     7,534 
 Securities and other contingent liabilities                  65,599    67,143 
 Remaining commitments to funds                               22,456    24,425 
                                                                               
 Remaining commitments by investment area                                      
 Buyout                                                       10,786    10,008 
 Mezzanine                                                     4,540     4,826 
 Russia                                                        1,023     2,113 
 Public Market                                                 1,059       299 
 Real Estate                                                     813       942 
 Other                                                         2,975     4,328 
 Access                                                        1,260     1,909 
 In total                                                     22,456    24,425 


 Turnover and profit quarterly                                                        
                                                                                      
 2012                                                                                 
 MEUR                                       1-3/12  4-6/12  7-9/12  10-12/12  1-12/12 
                                                                                      
 Turnover                                      6.7     6.5     8.1       6.0     27.3 
 Management fees                               6.2     6.2     5.9       5.6     23.9 
 Carried interest                              0.0     0.0     1.8       0.0      1.8 
 Other income                                  0.5     0.3     0.3       0.4      1.5 
 Other operating income                        0.0     0.2     0.0       0.0      0.2 
 Operating expenses                           -7.5    -7.9    -7.7      -7.2    -30.3 
 Fair value gains of investments               3.5     0.3    -0.3       1.8      5.3 
 Operating profit/loss                         2.7    -0.8     0.0       0.7      2.6 
 Financial income and expenses                 0.2    -0.3     0.4      -0.2      0.1 
 Share of associated companies' result         0.7    -0.1    -0.2       0.2      0.6 
 Profit/loss before taxes                      3.6    -1.2     0.3       0.6      3.3 
 Profit/loss for the period                    3.1    -1.1     0.3       0.4      2.7 
                                                                                      
                                                                                      
 2011                                                                                 
 MEUR                                       1-3/11  4-6/11  7-9/11  10-12/11  1-12/11 
                                                                                      
 Turnover                                      8.2     7.6     9.8       6.8     32.4 
 Management fees                               7.1     6.8     6.8       6.4     27.1 
 Carried interest                              0.4     0.0     2.6       0.1      3.1 
 Real Estate consulting                        0.5     0.5     0.0       0.0      1.0 
 Other income                                  0.2     0.3     0.4       0.3      1.2 
 Other operating income                        0.0     0.6     0.0       0.0      0.6 
 Operating expenses                           -8.3    -9.2    -7.9      -9.5    -34.9 
 Fair value gains / losses of investments      4.1     6.2    -0.1       2.6     12.8 
 Operating profit                              4.0     5.2     1.8       0.1     11.1 
 Financial income and expenses                 0.4     0.0    -0.2       0.4      0.6 
 Share of associated companies' result         0.5     1.9     0.4      -0.7      2.1 
 Profit/loss after financial items             4.8     7.2     2.0      -0.3     13.7 
 Profit for the period                         3.7     5.2     1.6       0.6     11.1 


APPENDIX 1: THE CAPMAN GROUP'S FUNDS UNDER MANAGEMENT AS OF 31 DECEMBER 2012, MEUR

The tables below show the status of the funds managed by CapMan as of 31 December 2012. CapMan
groups its funds into four categories in terms of their life cycle as follows: 1) Funds generating
carried interest; 2) Funds in exit and value creation phase; 3) Funds in active investment phase;
and 4) Funds with no carried interest potential for CapMan. 

Exits made by funds generating carried interest provide CapMan with immediate carry income, while
those in the exit and value creation phase can be expected to start generating carried interest
within the next 1-5 years. The carry potential of funds in active investment phase is likely to be
realised over the next 5-10 years. The last category comprises funds that do not offer any carried
interest potential for CapMan, either because CapMan's share of carry in the funds concerned is
small or because the funds are not expected to transfer to carry. 

When analysing the projected timetable within which a fund could transfer to carry, the cumulate
cash flow that investors have already received should be compared to the fund's paid-in capital.
In order for a fund to enter carry, it must first return its paid-in capital and pay an annual
preferential return to investors. In the case of funds in the exit or value creation phase, the
table shows the cash flow that must be returned to investors to enable a fund to transfer to
carry. The carry potential of each fund can be evaluated by comparing this figure to the fair
value of the fund's portfolio. A portfolio's fair value, including its possible net cash flows,
provides an indication of the distributable capital available as of the end of the reporting
period. Any uncalled capital in a fund (relevant especially for funds in the active investment
phase) should be taken into account when evaluating the cash flow that will be needed to enable a
fund to transfer to carry. 

The percentage shown in the last column indicates the share of each fund's cash flow due to CapMan
as and when the fund transfers to carry. Following a previous distribution of carried interest,
any new paid-in capital, together with the annual preferential return payable on it, must be
returned to investors before any further distribution of carried interest can take place. 

Definitions of the column headings are shown below the table.

FUNDS INVESTING IN PORTFOLIO COMPANIES

                                                                                                  Size    Paid-in capital        Fund's           Net cash assets     Distributed       Amount of cash flow needed to transfer the fund to carry as of 31.12.  CapMan's share of cash flow if fund gene- 
                                                                                                                                 current                                 cash                                                                            2012                     rates carried interest 
                                                                                                                                portfolio                                 flow                                                                                                                           
                                                                                                                  At cost          At fair value       To invest-         To  
                                                                                                                                                              ors   mgmt com- 
                                                                                                                                                                         pany 
 Funds                                                                                                                                                                                                                                                                                                   
 gene-                                                                                                                                                                                                                                                                                                   
 rating                                                                                                                                                                                                                                                                                                  
 carried                                                                                                                                                                                                                                                                                                 
 interest                                                                                                                                                                                                                                                                                                
 Fenno Program 1), FM II B, FV V, FM IIIB, CME VII B 6)                                                                                                                                                                                                                                                  
 Total                                                                                             314.5            308.8    30.9           22.6              4.3       492.8     19.2                                                                                                            10-20% 
                                                                                                                                                                                                                                                                                                         
 Funds in                                                                                                                                                                                                                                                                                                
 exit and                                                                                                                                                                                                                                                                                                
 value                                                                                                                                                                                                                                                                                                   
 creation                                                                                                                                                                                                                                                                                                
  phase                                                                                                                                                                                                                                                                                                  
 FM III A                                                                                          101.4            100.6    18.4           12.5              1.9       126.7                                                                             4.0                                       20 % 
 CME VII A 6)                                                                                      156.7            156.7    52.9           43.9              7.0       179.2                                                                            37.9                                       15 % 
 CME Sweden 6)                                                                                      67.0             67.0    22.6           18.8              3.0        76.1                                                                            17.6                                       15 % 
 CMB VIII 2) 6)                                                                                    440.0            393.7   261.1          302.8              0.5       158.6                                                                           387.3                                       12 % 
 CMLS IV                                                                                            54.1             51.9    32.8           36.5              0.3        13.2                                                                            55.5                                       10 % 
 CMT 2007 2)                                                                                        99.6             72.0    40.7           60.1              0.9         9.6                                                                            87.1                                       10 % 
 CMPM                                                                                              138.0            131.0   100.4          110.5              0.0        59.0                                                                           100.5                                       10 % 
 CMR                                                                                               118.1             96.4    69.4           88.4              1.3         0.0                                                                           116.4                                      3.4 % 
 Total                                                                                           1,174.9          1,069.3   598.3          673.5             14.9       622.4                                                                                                                            
                                                                                                                                                                                                                                                                                                         
 Funds in                                                                                                                                                                                                                                                                                                
 active                                                                                                                                                                                                                                                                                                  
 invest-                                                                                                                                                                                                                                                                                                 
 ment                                                                                                                                                                                                                                                                                                    
 phase                                                                                                                                                                                                                                                                                                   
 CMB IX 7)                                                                                         294.6            226.3   186.9          234.5              0.5        13.4                                                                                                                       10 % 
 CMM V                                                                                              95.0             26.5    24.3           28.8              0.4         1.9                                                                                                                       10 % 
 CMB X                                                                                             151.8              0.0     0.0            0.0              0.0         0.0                                                                                                                        8 % 
 Total                                                                                             541.4            252.8   211.2          263.3              0.9        15.3                                                                                                                            
                                                                                                                                                                                                                                                                                                         
 Fund with                                                                                                                                                                                                                                                                                               
 no carried                                                                                                                                                                                                                                                                                              
 interest                                                                                                                                                                                                                                                                                                
 potential                                                                                                                                                                                                                                                                                               
 for CapMan                                                                                                                                                                                                                                                                                              
 FV IV, FV VET, SWE LS 3), SWE Tech 2) 3), CME VII C 6), FM II A, C, D 2), FM III C, CMM IV 4)                                                                                                                                                                                                           
 Total                                                                                             584.8            559.6   153.6          126.3              8.4       416.6                                                                                                                            
                                                                                                                                                                                                                                                                                                         
 Total-                                                                                          2,615.6          2,190.5   994.0        1,085.7             28.5     1,547.1     19.2                                                                                                                   
 private equity funds                                                                                                                                                                                                                                                                                    


REAL ESTATE FUNDS

                                                 Invest-  Paid-in capital   Fund's current portfolio    Net cash assets      Distributed       Amount of cash flow needed to transfer the fund to carry as of 31.12.  CapMan's share of cash flow if fund gene- 
                                           ment capacity                                                                      cash flow                                                                         2012                     rates carried interest 
                                                             At cost                     At fair value        To invest-         To  
                                                                                                                     ors   mgmt com- 
                                                                                                                                pany 
 Funds in exit and value creation phase                                                                                                                                                                                                                         
 CMRE I 5)                                                                                                                                                                                                                                                      
 Equity and                                        200.0            188.5           60.6           44.1                        207.8     27.4                                                                   70.0                                        26% 
   bonds                                                                                                                                                                                                                                                        
 Debt-                                             300.0            276.6           70.5           70.5                                                                                                                                                         
   financing                                                                                                                                                                                                                                                    
 Total                                             500.0            465.1          131.1          114.6              1.6       207.8     27.4                                                                                                                   
                                                                                                                                                                                                                                                                
 CMRE II                                                                                                                                                                                                                                                        
 Equity and                                        150.0            119.7          109.5          117.7                         21.4                                                                           149.4                                        12% 
   bonds                                                                                                                                                                                                                                                        
 Debt-                                             450.0            285.4          224.3          224.3                                                                                                                                                         
   financing                                                                                                                                                                                                                                                    
 Total                                             600.0            405.1          333.8          342.0              0.0        21.4                                                                                                                            
                                                                                                                                                                                                                                                                
 CMRHE                                                                                                                                                                                                                                                          
 Equity and                                        332.5            319.9          370.7          307.5                         44.7                                                                           400.4                                        12% 
   bonds                                                                                                                                                                                                                                                        
 Debt-                                             617.5            542.6          506.5          506.5                                                                                                                                                         
   financing                                                                                                                                                                                                                                                    
 Total                                             950.0            862.5          877.2          814.0             -1.0        44.7                                                                                                                            
                                                                                                                                                                                                                                                                
 PSH Fund                                                                                                                                                                                                                                                       
 Equity and                                          5.0              3.5            3.5            6.2                          1.0                                                                             3.0                                        10% 
   bonds                                                                                                                                                                                                                                                        
 Debt-                                               8.0              8.0            7.8            7.8                                                                                                                                                         
   financing                                                                                                                                                                                                                                                    
 Total                                              13.0             11.5           11.3           14.0              0.1         1.0                                                                                                                            
                                                                                                                                                                                                                                                                
 Total                                           2,063.0          1,744.2        1,353.4        1,284.6              0.7       274.9                                                                                                                            
 Real Estate                                     2,063.0          1,744.2        1,353.4        1,284.6              0.7       274.9     27.4                                                                                                                   
 funds total                                                                                                                                                                                                                                                    


Abbreviations used to refer to funds:

 CMB    = CapMan Buyout              CMRE      = CapMan Real Estate           
 CME    = CapMan Equity              CMT 2007  = CapMan Technology 2007       
 CMLS   = CapMan Life Science        FM        = Finnmezzanine Fund           
 CMM    = CapMan Mezzanine           FV        = Finnventure Fund             
 CMHRE  = CapMan Hotels RE           PSH Fund  = Project Specific Hotel Fund  
 CMPM   = CapMan Public Market Fund  SWE LS    = Swedestart Life Science      
 CMR    = CapMan Russia Fund         SWE Tech  = Swedestart Tech              


Explanation of the terminology used in the fund tables

Size/Original investment capacity:
Total capital committed to a fund by investors, i.e. the original size of a fund. For real estate
funds, investment capacity also includes the share of debt financing used by a fund.

Paid-in capital:
Total capital paid into a fund by investors as of the end of the review period.

Fund's current portfolio at fair value:

Fund investments in portfolio companies are valued at fair value in accordance with the
International Private Equity and Venture Capital Valuation Guidelines (IPEVG,
www.privateequityvaluation.com), and investments in real estate assets are valued in accordance
with the appraisals of external experts. 

Fair value is the amount for which an asset could be exchanged between knowledgeable, willing
parties in an arm's length transaction. Due to the nature of private equity investment activities,
fund portfolios contain investments with a fair value that exceeds their acquisition cost, as well
as investments with a fair value less than the acquisition cost.

Net cash assets:
When calculating the investors' share, a fund's net cash assets must be taken into account in
addition to the portfolio at fair value. The proportion of debt financing in real estate funds is
presented separately in the table.

Amount of cash flow needed to transfer the fund to carry 
This cash flow refers to the profit distributed by funds and the capital they pay back to
investors. The figure indicates the size of the cash flow that must be returned to investors as of
the end of the reporting period to enable a fund to transfer to carry. A fund's carry potential
can be evaluated by comparing this figure to the fair value of its portfolio.

CapMan's share of cash flow if a fund generates carried interest:
When a fund has generated the cumulative preferential return for investors specified in the fund
agreements, the management company is entitled to an agreed share of future cash flows from the
fund, known as carried interest. 

After the previous distribution of profits, any new capital called in, as well as any annual
preferential returns on it, must be returned to investors before any new distribution of profits
can be paid.

Footnotes to the tables

1) Fenno Fund (founded 1997, in carry 2005) and Skandia I fund (founded 1997, in carry 2005)
together form the Fenno Program, which is jointly managed with Fenno Management Oy. 

2) The fund is comprised of two or more legal entities (parallel funds are presented separately
only if the investment focuses or portfolios differ significantly). 

3) Currency items are valued at the average exchange rates quoted on 31 December 2012. 

4) CapMan Mezzanine IV: The paid-in capital includes a MEUR 192 bond issued by Leverator Plc.
Distributed cash flow includes payments to both bond subscribers and to the fund's partners. 

5) CapMan Real Estate I: Distributed cash flow includes repayment of the bonds and cash flow to
the fund's partners. Following the previous payment of carried interest, a total of MEUR 42.3 in
paid-in capital had not yet been returned to investors. This capital, together with the annual
income entitlement payable on it, must be paid to investors before further carried interest can be
distributed.


CapMan's management considers it unlikely that, in light of the market situation, further carried
interest will be provided by the CapMan Real Estate I fund. As a result, the fund has been
transferred from those funds in carry. A total of some MEUR 6 of carried interest was not entered
in CapMan's profit in 2007 but instead left in reserve in case that some of the carried interest
would have to be returned to investors in future. 

6) CapMan Plc's Board of Directors made a decision on 2 February 2012 to increase Buyout
investment teams' share of carried interest to better reflect the prevailing industry practices.
In the case of the CapMan Buyout VIII fund, the investment teams' share is approximately 40%, and
in the case of the CapMan Equity VII funds approximately 25%.

7) The fund's investment period ended on 15 January 2013. 

APPENDIX 2: OPERATIONS OF CAPMAN'S FUNDS UNDER MANAGEMENT, 1 JANUARY - 31 DECEMBER 2012

The operations of the private equity funds managed by CapMan during the first nine months of 2012
comprised direct investments in portfolio companies in the Nordic countries and Russia (CapMan
Private Equity), as well as real estate investments (CapMan Real Estate). Investments by CapMan
funds investing in portfolio companies focus on two key investment areas in the Nordic countries
and one in Russia. These take the form of mid-size buyouts (CapMan Buyout), investments in
mid-sized companies operating in Russia (CapMan Russia), and significant minority shareholdings in
listed small and mid-cap companies (CapMan Public Market). The investment focus of CapMan's real
estate funds is mainly on properties in Finland. CapMan also has two other investment areas
(CapMan Technology and CapMan Life Science), which do not make new investments, but concentrate
instead on developing the value of their existing portfolio companies. These two latter
investments areas are reported under "Other" in Private Equity.

CAPMAN PRIVATE EQUITY

Investments in portfolio companies in 2012

CapMan's funds made three new investments and a number of add-on investments in existing portfolio
companies during the year, totalling MEUR 75.9. The new investments were made by the CapMan Russia
fund in Top League, KDL Test, and Vital Development. Add-on investments were largely concentrated
in portfolio companies held by CapMan's Buyout funds. Nine new investments, together with a number
of add-on investments, valued at a total of MEUR 168.7, were made during the previous year.

The investment in Acona Holding AS by the CapMan Buyout IX fund was announced in December 2012 and
the transaction was finalised in January 2013. 

Exits from portfolio companies in 2012

In 2012, CapMan's funds exited the Tokmanni Group, Ascade Holding AS, Inmeta Crayon ASA, Ordyhna
Holding, and Quickcool AB completely, and Metals and Powders Technology AB in partial. Exits had a
combined acquisition cost of MEUR 104.0. In 2011, final and partial exits were made from 14
portfolio companies, with a combined acquisition cost of MEUR 205.4.



Events after the close of the accounting period

CapMan Technology 2007 funds exited IT2 Treasury Solutions in January 2013. The transaction did
not have a substantial impact on CapMan's result in 2012 or 2013 as the funds are not in carry and
as the change in fair value was small. In January 2013, the CapMan Equity Sweden KB, CapMan Equity
VII A, CapMan Equity VII B, CapMan Equity VII C, Finnventure Rahasto V ET and Finnventure Rahasto
V funds signed an agreement to exit Tieturi Oy. Carried interest income from the Finnventure
Rahasto V and CapMan Equity VII B funds have no substantial impact on CapMan's result for 2013.

CAPMAN REAL ESTATE

Investments in and commitments to real estate acquisitions and projects in 2012

CapMan's real estate funds did not make any new investments in 2012. In December 2012, CapMan Plc
invested in an office building in the Greater Stockholm area through a joint venture.  Add-on
investments were made in a number of existing developments, totalling MEUR 29.8. In addition, real
estate funds were committed to provide financing for real estate acquisitions and projects
totalling MEUR 10 as of 31 December 2012. In 2011, funds made a number of add-on investments
totalling MEUR 56.6, while commitments to finance new projects totalled MEUR 45.0 as of 31
December 2011.



Exits from real estate investments in 2012

The CapMan Real Estate II fund exited Kiinteistö Oy Turun Yliopistonkatu 22 in 2012. The property
had an acquisition cost of MEUR 60.8. In 2011, three exits with a combined acquisition cost of
MEUR 35.1 were completed.

FUND INVESTMENT ACTIVITIES IN FIGURES

Investments and exits made by funds at acquisition cost, MEUR

                                           1-12/2012     1-12/2011   
 New and add-on investments                                          
 Funds investing in portfolio companies    75.8         168.7        
 Buyout                                           42.4         108.7 
 Russia                                           20.5          20.6 
 Public Market                                     0.2          31.8 
 Other                                            12.7           7.6 
 Real estate funds                         29.8          56.6        
 Total                                    105.6         225.3        
                                                                     
 Exits*                                                              
 Funds investing in portfolio companies   104.1         205.4        
 Buyout                                           88.1         159.3 
 Russia                                            0.0          10.0 
 Public Market                                     1.4           6.5 
 Other                                            14.6          29.6 
 Real estate funds                         60.8          35.1        
 Total                                    164.9         240.5        


* including partial exits and repayments of mezzanine loans.

In addition, real estate funds had made commitments to finance real estate acquisitions and
projects valued at MEUR 10.0 as of 31 December 2012.

Funds' combined portfolio* as of 31 December 2012, MEUR

                                         Portfolio at       Portfolio at   Share of portfolio   
                                         acquisition cost   fair value     (fair value) %       
 Funds investing in portfolio companies               994.1        1,090.6                 45.9 
 Real estate funds                                  1,353.4        1,284.6                 54.1 
 Total                                              2,347.5        2,375.2                100.0 
                                                                                                
 Funds investing in portfolio companies                                                         
 Buyout                                               672.1          755.4                 69.3 
 Russia                                                69.4           88.4                  8.1 
 Public Market                                        100.4          110.5                 10.1 
 Other                                                152.2          136.3                 12.5 
 Total                                                994.1        1,090.6                100.0 


* Total of all investments of funds under management.

Remaining investment capacity

After deducting actual and estimated expenses, funds investing in portfolio companies had a
remaining investment capacity amounting to some MEUR 652 for new and add-on investments as of 31
December 2012. Of their remaining capital, approx. MEUR 502 was earmarked for buyout investments
(incl. mezzanine investments), approx. MEUR 66 for technology investments, approx. MEUR 11 for
life science investments, approx. MEUR 39 for investments by the CapMan Russia team, and approx.
MEUR 34 for investments by the CapMan Public Market team. Real estate funds had a remaining
investment capacity of approx. MEUR 53, which has been reserved primarily for developing funds'
existing investments.

CapMan_Groups_Financial_Statements_Bulletin_2012 http://hugin.info/132028/R/1676620/546516.pdf 


----------------------------------------------------------------------------------------------------

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: CapMan Oyj via Thomson Reuters ONE


HUG#1676620

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.