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NOVEMBER 2011
CONTENTS
Company facts and management Outline of the offer Distribution policy and the duration of the fund The capital funds market in Denmark The market for renewable energy and green technology About Dansk Egenkapital Dansk Egenkapital Management Appendix
MISSION
Dansk Egenkapital invests in Danish enterprises, and thereby in Danish workplaces, that focus on renewable energy and energy efficiency. Due to the increased focus on energyefficient solutions in society and in particular increased demand for energy, investments in just this area will create a good return for investors.
The whole energy sector is an area which we should focus on in Denmark and Dansk Egenkapital will play a
significant role in this, as there is a lack of capital for further developing small and medium enterprises. I am convinced that the pension funds understand this opportunity that by investing in Dansk Egenkapital, they will simultaneously be investing in Danish enterprises within the energy sector. They will get a slightly better return, at the same time as maintaining Danish workplaces. - Jrgen Mads Clausen, Board Member of Dansk Egenkapital.
FUND DATA
NAME, REGISTERED OFFICE AND COMPANY REG. NUMBER
Dansk Egenkapital Strandvejen 126 DK-8000 Aarhus C Company reg. number: 33 95 27 24
FUND FOUNDED
27 September 2011
SIZE OF CAPITAL
The companys objective with its current offer is to achieve a combined capital coverage of at least DKK 500,000,000
STRUCTURE
Private investors
Subscription for shares
Institutional investors
Draw down
Partners
Management agreement
100%
100%
100%
Holding X ApS
>50%
Holding Y ApS
>50%
Holding Z ApS
>50%
Operation X ApS
Operation Y ApS
Operation Z ApS
Brian Mikkelsen
Member of the Danish Parliament since 1994 Formerly Minister for Economic and Business Affairs Formerly Minister of Culture Formerly Minister of Justice
Henrik Lind
Founder/Chairman of the Board, Danske Commodities A/S Founder/Chairman of the Board, Lind Capital A/S Chairman of the Board, Danish Biofuel Holding A/S
ESTABLISHMENT COSTS
Dansk Egenkapital reserves 1% of the capital commitment for establishment costs in connection with the setting up of the fund
It is anticipated that, as a result of this distribution policy, Dansk Egenkapital will have liquidated its investments within a period of 10-12 years
Medium funds
Industri Udvikling LD Invest (Maj Invest) Odin Equity Partners Dansk Generationsskifte Capidea
Large funds
Axcel Odin Equity Partners EQT Polaris Nordic Capital Altor Equity Partners
This list is not intended to be exhaustive
0-100
100-500
500-1.000
1.000+ Revenue
Source: Advizer
CLEANTECH
Cleantech has the following advantages Rationalises the consumption of resources Replaces traditional energy usage or production Replaces the use of environmentally harmful materials Reduces pollution problems Cleans contaminated material Dansk Egenkapital is focusing on the areas of Energy and Energy conservation, with the latter including technological development and materials within the optimisation of energy utilisation The development and use of these technologies is currently driven by regulation legislation, orders or subsidies but as demand increasingly becomes regulated by the market, the sector will experience significant growth rates on a global market As the price trend for renewable energy reduces, this type of energy will become more attractive than fossil fuels
DEMAND
Waste Water
Cleantech
Energy conservati on
Energy
ENERGY
TIME
Denmark is particularly strong in the field of wind energy, dominated by very large players such as Vestas and LM Windpower, and this segment is expected to grow from USD 60.5 billion in 2010 to USD 122.9 billion in 2020. Solar energy is expected to rise from USD 71.2 billion to USD 113.6 billion, and biofuel is expected to rise from USD 56.4 billion USD 112.8 billion.
300
250 200 150 100 Forventet omstningsv kst i USD mia.
This will achieve an extremely positive reflex effect for the small and medium enterprises in the segment
50 0 2010 2020
Source: Clean Edge Inc. 2011
In addition to wind energy, Denmark is home to a number of enterprises working with leading technologies in the fields of fuel cells, biomass, wave energy and alternative fuels
Energy and Energy conservation, the areas on which Dansk Egenkapital focuses, are the sectors recording the highest growth rates for revenue, at 25% and 19% respectively
Vkstrater
30% 25% 20% 15% 10% 5%
0%
Affald
Kilde: Vkstfonden og Business Review
Vand Omstning
Energieffekt.
19% of Denmarks final energy consumption is currently provided by renewable energy, and with the political desire to increase this figure to 50%, the sector is set to experience significant growth.
(Source: Energistyrelsen)
The Danish energy industry experienced a growth of 107% during the period 1999 - 2006, whereas Danish industry as a whole achieved a growth of 67%
(Source: DI Energibranchen and Energistyrelsen)
A large proportion of the investments relate to venture capital, and for this reason there will probably be a need for additional equity in order to further develop these segments in the future
As there are no equivalent funds in the Nordic region with a specialist focus on the energy sector, Dansk Egenkapital will rapidly become an attractive fund With high visibility on the market combined with its specialist focus, Dansk Egenkapital will find it much easier to source enterprises directly from the owners With Dansk Egenkapital, the trend will shift from a lack of Danish investments within cleantech to increased investments, to the benefit of Dansk Egenkapitals shareholders and not least to the benefit of Denmark and the Danish people as a whole
CONCEPT
The extremely turbulent market conditions in recent years have particularly hit small and medium enterprises, and at the same time the banks have generally been very reluctant to make loan capital available
This means that small and medium enterprises have found it difficult to develop, despite the fact that they may have a strong business model
This trend has meant that the enterprises have not been in a position to implement their strategy plans, have missed out on the opportunity for internationalisation, and as a result in many cases have ended up in a negative growth spiral
The enterprises consequently have a very great need for financing over and above traditional
bank financing, and for this reason the valuation of the enterprises in connection with potential
acquisitions has also been significantly downgraded since the financial crisis in 2007
In Dansk Egenkapitals judgement, the enterprises with increased capital preparedness as well as correct strategy development and execution will find themselves on a strong platform in the crisis, and in will be in a particularly strong position in conjunction with an exit after five to seven years, by which time the macro-economy may be expected to be positive again
CONCEPT (contd)
Dansk Egenkapital is structured as a traditional capital fund that invests in small and medium companies (defined here as a revenue of up to DKK 500 million)
Dansk Egenkapital focuses on the sector for renewable energy and energy efficiency, as it is considered that this sector will achieve significant growth rates in coming years
Dansk Egenkapital invests exclusively in Danish companies and workplaces, with a view to internationalising and consolidating these in order to thereby create increased growth
Dansk Egenkapital distinguishes itself from comparable capital funds by offering investments to a wide range of investors with a minimum subscription of DKK 380,000
Dansk Egenkapital wishes to give a wide range of investors the opportunity to invest in a rapidly growing market for green technology, renewable energy and energy efficiency
Dansk Egenkapital is consequently an alternative to private individuals pension portfolios, as it has been allowed to invest 20% of premium capital and capital pensions in unlisted shares since 2007
BUSINESS MODEL
Dansk Egenkapitals business model is based on a conventional capital fund structure, where value creation is achieved via investment, development and the sale of small and medium companies
The primary elements in the value creation process are the provision of industrial skills, experience and access to a significant network of people
As a starting point, Dansk Egenkapital only invests as a majority shareholder, exercising active ownership at both a strategic and an operational level As a starting point, the investment model requires the management and the board of directors of the portfolio company to be involved as co-investors, in order to promote motivation and a joint reference framework Dansk Egenkapital establishes a reporting and results platform, incentive programmes for key employees, as well as optimisation tools for strategy development and financing
INVESTMENT FOCUS
Dansk Egenkapital focuses on the sector for renewable energy and energy conservation The focus is targeted at established industrial enterprises within renewable energy and energy efficiency, as well as related enterprises. See the table below:
SELECT Renewable energy and energy conservation Industrial products Trade and service REJECT Property Finance Raw materials
Technology
INVESTMENT FOCUS
Focus on small and medium enterprises with venture and seed investments, although only up to 10% of the capital A maximum of 20% of the fund capital will be invested per portfolio company 20% of the capital will be reserved as capital resources for following up capital in the portfolio companies
Sale
10 20 70
If you want to customise the diagram data area, you must drag the bottom right corner of the area.
INVESTMENT STRATEGY
Dansk Egenkapital invests in companies in which the provision of skills, either directly or via networks, will be able to reduce risks, assist in the companys positive development and create a foundation for an attractive return on the investment
The focus is on small and medium Danish companies with Revenues ranging from DKK 50-500 million. Positive cash flow Relatively low capital tie-up Strong platform with significant growth potential
Dansk Egenkapitals strategy is to accelerate the growth and generate long-term value creation, for example through Organic growth via product development, new distribution channels and international expansion Industrial consolidation via follow-on investment in competitors and suppliers Process optimisation and operational measures Optimisation of the companys working capital, financial and capital structure
INVESTMENT CRITERIA
INVESTMENT CRITERIA Geography FOCUS Denmark Follow-on investments may be international RATIONALE Use of networks Investment in Danish workplaces
Company size
Industries
Owner criteria
Majority interests with a controlling influence Investments with other professional investors
Decisive for the implementation of strategic and operational changes, as well as controlled exit
CYCLE
This figure illustrates the three stages that individual portfolio companies are expected to go through The cycle per portfolio company has an anticipated time scale of three to seven years The portfolio of businesses is expected to be built up over a period of two to three years after the offer Dansk Egenkapital aims continually to have portfolio companies at various stages The three stages may overlap each other in practice, as an attractive opportunity to sell a company may arise before the development phase has been completed
RETURN
Exit
Developme nt Investment
TIME
STAGE I INVESTMENT
Dansk Egenkapitals investment process is illustrated below in six phases
DESCRIPTION Does the case satisfy the overall investment focus and criteria Build up trust between the parties and identify perspectives Identification of management team. Prepare business and operational plan Negotiations on main conditions and price. LOI printed Financial, legal and commercial due diligence. Negotiations for transfer agreement completed Transfer agreement and other documents signed RESPONSIBLE Dansk Egenkapital Management Dansk Egenkapital Management TIME SCALE One to two weeks RESULT Rejection or beginning of initial analysis and presentation Rejection or continued dialogue with owners, board of directors and management Analysis of potential, risk and initial negotiations
Screening
Can take from two weeks to one year, depending on the extent to which the company is ready to be sold Four to ten weeks depending on data quality, materials, the complexity of the company and the level of information Instigated during the initial analyses and takes place in parallel Four to seven weeks depending on preparations and co-operation between the parties Conclusion of the due diligence process
Business framework
Negotiations
Dansk Egenkapitals Board of Directors authorises Dansk Egenkapital Management to conduct negotiations Dansk Egenkapital Management. The Board of Directors approves the final investment proposal Dansk Egenkapital Management
Specification of LOI Establishment of timetable up until closing Implementation of due diligence for final funding of uncertainties and risks Implementation of the transaction
Due diligence
Closing
Liquidity improvement, improvements to margins and operations, organisational and acquisitionbased growth, etc. Reporting, key ratios and KPIs, management and process tools
Financial plan Working capital, capital structure
Valuation (use of several methods to achieve an accurate valuation) Multiple evaluation from the sector and industry Comparative multiple evaluation from related transactions and industries DCF model for calculating the value of the enterprise
The above information is summarised in an investment proposal, which is put to Dansk Egenkapitals Board of Directors.
PHASE IV NEGOTIATIONS
Following the presentation of an investment proposal to Dansk Egenkapitals Board of Directors, Dansk Egenkapital Management is authorised to conduct further negotiations with the acquisition target
The negotiation phase also covers Ongoing discussions and decisions regarding essential terms and conditions Incentive structure Debt financing Preparation of Letter of Intent (LOI) with reservation in the due diligence phase for: Agreement being reached between Dansk Egenkapital and the acquisition target regarding central economic and operational goals Co-investment by management/owners No general unforeseen complications and/or risks arising
The establishment of a shareholder agreement, earn-out model, etc.
PHASE VI CLOSING
For validation and final approval of an acquisition, the Board of Directors is presented with an investment recommendation from Dansk Egenkapital Management. This recommendation includes:
A description of the acquisition target (organisation, structure, products, customers, suppliers, core skills, value chain, detailed description of the business model and key employees)
Description of the market (competition analysis, market position, essential market characteristics, trends, market size and market potential) Strategy and operational plan Financial analyses (history, budget, operational forecast, balance and cash flow, sensitivity analysis and calculation of anticipated IRR) Valuation Agreement structure (composition of the acquisition) and exit strategy
STAGE II DEVELOPMENT
Active ownership is the heart of the model, and in small and medium companies this usually takes place at executive management and board level This entails a high level of commitment on the part of Dansk Egenkapital Management, which at certain times will be extremely visible in the portfolio companies organisation (partner) Dansk Egenkapital Management exerts an influence through active participation in strategic and business development, budget planning and follow-up, acquisitions, internationalisation, recruitment, etc. The focus is on overall development and follow-up in all parts of the company, where an ownermanager or director usually tends to focus on sub-areas (product development, sales, etc.) On the whole, the active ownership is anchored in the professionalisation of the management and organisation, as well as in safeguarding the whole in order that growth and optimisation opportunities can be realised In conjunction with the acquisition, Dansk Egenkapital Management will appoint a new board chairman and join the board with one or two new members Dansk Egenkapital Management continually brings in external skills and resources as required
EXIT
Dansk Egenkapital analyses and describes possible exit strategies and scenarios right from the investment phase. The sale of a company is dependent both on an analysis of the companys sales maturity and value, as well as an assessment of the market for exit opportunities The exit model is adapted to the individual portfolio company and the market, and can take the form of Sale to an industrial purchaser Sale to another capital fund or investment company Listing In practice, companies that are owned by capital funds are always for sale, and any inquiries will be positively received.
BACKGROUND
Dansk Egenkapital has entered into an administration and management agreement with Dansk Egenkapital Management
Dansk Egenkapital Management attends to duties that are normally performed by an executive board in a limited company
However, Dansk Egenkapital does not have the same decision-making powers as the executive board of a limited company. Decision-making powers relating to the purchase and sale of individual portfolio companies rest solely with the Board of Directors of Dansk Egenkapital With due regard to the agreements, Dansk Egenkapital Management is authorised to perform organisational and administrative duties in conjunction with the day-today operation of the company
TASKS
Dansk Egenkapital Management will perform the following tasks and services with consideration to the legislation applicable at the time and to Dansk Egenkapitals interests. Portfolio advice and management Searching for investment opportunities Preparation of investment proposals Advice with regard to investments, follow-on investments and exits
FEES STRUCTURE
Dansk Egenkapital Managements fees comprise a fixed and a variable element Fixed fee Management fee constitutes 2% of the committed capital in Dansk Egenkapital When a capital commitment of DKK 750,000,000 is achieved, the management fee is reduced to 1.75%
Variable fee Carried interest constitutes 20% with a hurdle rate of 10% p.a. in the event of annual addition of interest Assessed in conjunction with each individual exit, although using the High Water Mark principle
Management Assistant
Investment Manager
Finance Manager
Analyst