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					                                                   November 2006



Nordic Investment Fund

Promoting a common Nordic venture capital market
Project participants:
Jørgen Kjærnes & Kine Burøy Ianssen, Cubera Private Equity, Norway
Christen Estrup & Merete Lundbye Møller, Vækstfonden, Denmark
Juha Marjosola & Henri Grundstén, Finnish Industry Investment, Finland
Erik Johansson & Carl-Peter Mattsson, Nordic Investment Solutions, Sweden



Reference group (Nordic Venture Capital Forum)
Anki Forsberg, Partner, HealthCap, Sweden
Cecilia Gross Friberger, Portfolio Manager, Sixth AP-fund, Sweden
Christian Motzfeldt, CEO, Vækstfonden, Denmark
Claes de Neergaard, CEO, Industrifonden, Sweden
Petri Niemi, Senior Partner, CapMan, Finland
Peeter Saks, Managing Partner, BaltCap, Estonia
Tellef Thorleifsson, General Partner, Northzone Ventures, Norway
Jón Steindór Valdimarsson, Chairman, New Business Venture Fund, Iceland




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   Nordic Investment Fund

Promoting a common Nordic venture capital market

            Oslo, November 15, 2006
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                                            Table of Content


1. PROJECT CONTEXT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2. EXECUTIVE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3. THE BENEFICIAL NATURE OF A STRONG VENTURE CAPITAL INDUSTRY . . . . . . . . . . . . . . . 11
    3.1. Definition of venture capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
    3.2. Venture capital stimulates economic growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
    3.3. Investors on the venture capital and private equity markets . . . . . . . . . . . . . . . . . . . 12
4. CURRENT CHALLENGES FOR THE DEVELOPMENT OF A STRONG
   NORDIC VENTURE CAPITAL MARKET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    4.1. Introduction to the Nordic venture capital market . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    4.2. A globalized private equity market brings new challenges. . . . . . . . . . . . . . . . . . . . 15
    4.3. The trend towards a common market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    4.4. Narrow national objectives restrict Nordic market development . . . . . . . . . . . . . . . 16
    4.5. Obstacles to overcome for an emerging common Nordic market. . . . . . . . . . . . . . . 17
5. RECOMMENDATION – A NORDIC INVESTMENT FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
    5.1. Role and purpose of a Nordic Investment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
    5.2. Mandate for a Nordic Investment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
    5.3. The set-up of a Nordic Investment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
    5.4. Financing of a Nordic Investment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
    5.5. Human Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6. THE MARKET PLAYERS’ VIEW ON A COMMON NORDIC UNIT . . . . . . . . . . . . . . . . . . . . . . . 24
    6.1. What is the market players’ view on a Nordic Investment fund? . . . . . . . . . . . . . . . 24
    6.2. Public investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
    6.3. Private investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
    6.4. Consensus on the market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7. APPENDIX A: THE NORDIC INVESTMENT BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8. APPENDIX B: DESCRIPTION OF NATIONAL PUBLIC INVESTORS . . . . . . . . . . . . . . . . . . . . . 28
    8.1. Norway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
    8.2. Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
    8.3. Sweden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
    8.4. Iceland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
    8.5. Finland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9. APPENDIX C: RISK MANAGEMENT FOR A NORDIC INVESTMENT FUND . . . . . . . . . . . . . . . 32




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1. Project context
The Nordic Council of Ministers has recognized the importance of venture capital and has
commissioned several projects aiming at promoting a highly functional common Nordic
venture capital market.

In 2004, Nordic Investment Solutions1 performed a pre-study investigating the obstacles to the
development of such a market. The study was carried out on behalf of the Nordic Innovation
Centre, an institution under the Nordic Council of Ministers and one of the areas that was
identified as central in the pre-study was the lack of pan-Nordic public capital.

In 2005, a project group led by the Nordic Innovation Centre and consisting of both market
professionals and representatives from the National Ministries of Trade and Finance looked
deeper into the issues regarding existing mandates and national objectives for public investors.
The conclusions of this project were presented in the report “Recommendations for the Nordic
venture capital market” published in November 2005. One of the recommendations made by
the project group was to further explore the possibilities of a common pan-Nordic fund
primarily investing in venture capital funds.

Given this background the Nordic Council of Ministers commissioned a “Nordic Investment
Fund Project” in the spring of 2006. The purpose of this project has been to examine the
possibility and feasibility of creating a Nordic fund of funds for investing in primarily venture
capital funds primarily. The purpose of such a fund would be to invest on market terms in
small and medium-sized companies through private equity funds. Thereby the unit would act
as a Nordic complement to the existing national public investors and thus contribute to the
development of a highly functional common Nordic venture capital market. The project was
furthermore assigned to investigate the potential involvement of the Nordic Investment Bank
in such a set-up.

The members of the Nordic Investment Fund Project have a vast experience of the Nordic
private equity market as well as the public market, and include the following persons.


 Nordic Investment Fund Project                                   Company                       Country
 Bjørn Tiller (project owner)                                     Nordic Innovation Center      Norway

 Jørgen Kjærnes & Kine Burøy Ianssen                              Cubera Private Equity         Norway

 Christen Estrup & Merete Lundbye Møller                          Vækstfonden                   Denmark

 Juha Marjosola & Henri Grundstén                                 Finnish Industry Investment   Finland

 Erik Johansson & Carl-Peter Mattsson                             Nordic Investment Solutions   Sweden

As part of their broad efforts within private equity the Nordic Innovation Centre has
established a “Nordic Venture Capital Forum” composed of leading public and private market
players in the Nordic and Baltic regions. The Forum functions as a reference group for existing
projects as well as an advisor regarding potential future projects. The input from the Forum has



1) Nordic Investment Solutions is a Nordic advisory company for the private equity industry.


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been important in the execution of the Nordic Investment Fund project. The members of the
Forum are:
 Nordic Venture Capital Forum                 Company                        Country
 Anki Forsberg, Partner                       HealthCap                      Sweden

 Cecilia Gross Friberger, Portfolio Manager   Sixth AP-fund                  Sweden

 Christian Motzfeldt, CEO                     Vækstfonden                    Denmark

 Claes de Neergaard, CEO                      Industrifonden                 Sweden

 Petri Niemi, Senior Partner                  CapMan                         Finland

 Peeter Saks, Managing Partner                BaltCap                        Estonia

 Tellef Thorleifsson, General Partner         Northzone Ventures             Norway

 Jón Steindór Valdimarsson, Chairman          New Business Venture Fond      Iceland

This report describes the findings and suggestions of the Nordic Investment Fund Project and
will be presented at the Nordic Venture Capital Summit in Oslo on November 15-16, 2006.




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2. Executive summary
Venture capital is an important engine for economic growth, creation of new industries, new
companies and employment in the Nordic countries. Furthermore, the venture capital market
attracts international investors to the region. A recent study made by the Swedish Venture
Capital Association and Nutek, Swedish Agency for Economic and Regional Growth, shows
that companies backed by private equity funds have increased employment by 7% per year
from 1999 till 2004. The average rate for all companies in Sweden is close to zero2. Today,
venture capital is recognized as an important driver for economic growth and there are publicly
funded venture capital investors supporting the national venture capital and private equity
markets in all the Nordic countries.

Individually, the Nordic countries are not large enough to support a substantial and vibrant
venture capital industry. However, combined the Nordic countries constitute a market with
global competitiveness and comprise a good platform on which to create a common venture
capital market strong enough to withstand international competition3.

Currently, the market faces a gradual movement towards a common Nordic venture capital
market, but a lack of dedicated pan-Nordic private equity investors supporting such a
development is delaying the process. Other obstacles such as legal and taxation issues, varying
business practices, lack of transparency etc. have to be overcome to facilitate the development
of an integrated Nordic venture capital market. To speed up the process the Project Group
recommends the establishment of a Nordic Investment Fund, a common Nordic fund of funds
primarily for investing in venture capital funds. A Nordic Investment Fund would have the
important role of driving the development of an integrated, effective and transparent Nordic
venture capital market.

A Nordic Investment Fund would function as an important complement to the existing national
public investors as well as to the EIF (European Investment Fund), none of which have the
possibility of having a true Nordic focus. National public investors naturally have national
objectives and EIF doesn’t have a dedicated Nordic focus, but has to focus on all of the 25 EU
member states. Further, Norway and Iceland are not members of the EU.

The Project Group believes that the creation of a Nordic Investment Fund will contribute
strongly to the development of the Nordic market and facilitate the supply of more venture
capital in the Nordic region. More venture capital managed by skilled managers will lead to the
creation of more growth, more new companies and more employment. Further, it is
recommended that the Nordic Investment Fund is set-up under the auspices of the Nordic
Investment Bank, since the purpose of such a fund of funds fits well within the overall purpose
of the Nordic Investment Bank and makes it unnecessary to create a new institution4.

A Nordic Investment Fund will invest in funds financing seed and early stage companies as
well as growth, expansion and internationalisation of small and medium sized companies. The
fund will have a strategic role in promoting best practices across the Nordic region, help attract
international capital as well as have a special focus on new management teams and new
2) www.svca.se/home/page.asp?sid=337&mid=2&PageId=26738 [Utvecklingen för riskkapitalbolagens portföljbolag 1999-2004]. 2006-11-02
3) In this report the term “Nordic market” will be used for the Nordic/Baltic market, for simplicity.
4) The Nordic Investment Bank’s initial response has been positive to the fact that the project has been executed. The bank will use the report
   as input into their internal strategy process.


                                                                                                                                            9
sectors. It will contribute through helping smaller funds gain sufficient financial resources and
attract capital from private Nordic and international investors. Finally, the fund will promote
standards on key terms as well as the structure of funds and reporting. It will gather Nordic
information and catalyze knowledge transfers. With regard to all of these tasks the Nordic
investment Fund will have an important role as a complement to the existing national
investment entities in each country.




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3. The beneficial nature of a strong venture capital industry

3.1 Definition of venture capital
Venture capital is an important and growing part of the global capital markets. In general, the
capital markets can be divided into fixed income bonds/debt and equity. Equity can further be
divided into public and private equity. The public equity market is characterized by daily
trading on regulated market places and domination by institutional owners. The private equity
market, in contrast, covers all privately held companies. Private equity has become
synonymous with private equity funds. These funds invest solely in unquoted companies and
have made private equity a rapidly-growing asset class. The growth is mainly a result of
superior returns that outperform other asset classes. The returns are due to controlling or
material ownership in certain phases of a company’s lifetime; principally during the growth
and expansion stages.

The private equity market is usually divided into two main subsections; venture and buy-out.
Venture capital is provided for new, growing or promising businesses with substantial growth
potential. Buy-out capital is provided for more mature companies, still having unrealized
growth or profitability potential.


3.2 Venture capital stimulates economic growth
Numerous studies from Europe and the US show that venture capital contributes to the
development of an economy. The studies mentioned below indicate how venture capital can be
regarded as an important facilitator for growth.

A Danish study carried out by Vækstfonden points to the beneficial nature of venture capital.
Between 2000 and 2004 the revenue in Danish venture-backed companies experienced an
annual growth of 30% corresponding to 1.2% of Danish GDP. By 2010 the Danish venture
backed companies are expected to have a total revenue of € 8.3 billion – corresponding to 5%
of GDP5. The same study suggests that venture capital activity increases exports. The annual
growth rate is expected to continue, resulting in total export by venture-backed companies of
approximately 10% of total Danish exports.

Another study by the British Venture Capital Association carried out over the five year period
leading up to 2005 finds that6 the performance of private equity backed companies has the
potential to strengthen British economy and improve international competitiveness. The study
concludes that:

     •    On average, private equity backed companies’ sales rose by 20% p.a., more than twice
          that achieved by FTSE 100 and FTSE Mid-250 companies
     •    Investment rose by 14% p.a. (compared to a national increase of 3%)
     •    UK exports grew by 27% p.a. (compared to a national growth rate of just 3.9%)



5) www.vf.dk/download_media.asp?media_id=2213 [Impact of venture capital in Denmark]. 2006-11-02
6) www.bvca.co.uk/ [The Economic Impact of Private Equity in the UK 2005]. 2006-11-02


                                                                                                   11
The French private equity market shows similar tendencies. In 2004 French private equity-
backed companies generated revenue of € 133 billion, i.e. 8.6% of GDP7. The same year the
French government launched a programme by which a € 5 billion increase in private equity to
pension funds was estimated to increase GDP by 1% (Financial Times 07.09.2004).

Venture capital has also proved to be an important factor for the creation of new jobs. In 2004
the European Venture Capital Association (EVCA) published the first pan-European study on
the overall employment contribution of private equity and venture capital industry8. The study
found that:

       •    One million new jobs were created by European private equity and venture capital-
            backed companies between 2000 and 2004.
       •    Employment of firms backed by private equity funds grew by an average rate of 5.4%
            annually between 2000 and 2004; eight times the annual growth rate of total
            employment in the 25 EU member states.

Correspondingly, a recent Swedish study shows that the number of employees within private
equity and venture capital-backed companies has, on average, grown by 7.3% annually from
1999 to 2004. The average rate for all companies in Sweden is close to zero9. A similar Danish
study identifies a corresponding annual growth rate of more than 20% from 2000 to 200410 in
venture-backed firms.

Venture capital also has a positive effect on the research and development (R&D) activities in
the economy. A study carried out by Vækstfonden11 estimates an annual increase of R&D
expenditures in Danish venture capital-backed companies by 50% between 2000 and 2004. In
the period 2000-2003, the overall Danish R&D expenditures increased by 7.4% annually.

Furthermore, venture capital contributes to the establishment of new industries by supporting
new and innovative companies. E.g. the report ”Assessing the contribution of venture capital
to innovation”12 by Professor Josh Lerner at Harvard Business School, concludes that greater
venture capital activity within an industry leads to higher patenting rates for the industry in
question.


3.3 Investors on the venture capital and private equity markets
Venture capital is characterised by being a high risk asset class compared to both public equity
and fixed income13. The venture capital investor community is therefore dominated by large
institutions such as pension funds, insurance companies etc. that have the financial means to
make dedicated investment programmes within the sector, enabling them to create sufficiently
diversified venture capital portfolios to counter for the high risk levels. Another investor group
present in the venture space are publicly funded institutions that – in addition to a financial
return objective – have an interest in facilitating growth in the sector to enhance the
macroeconomic indicators as described in the previous section.
7)    www.afic.asso.fr/Website/site/eng_rubriques_publications_publications.htm [AFIC Activity Report]. 2006-11-02
8)    www.evca.com/images/attachments/tmpl_9_art_129_att_953.pdf. 2006-11-02
9)    www.svca.se/home/page.asp?sid=337&mid=2&PageId=26738 [Utvecklingen för riskkapitalbolagens portföljbolag 1999-2004]. 2006-11-02
10)   www.vf.dk/download_media.asp?media_id=2213 [Impact of venture capital in Denmark]. 2006-11-02
11)   www.vf.dk/download_media.asp?media_id=2213 [Impact of venture capital in Denmark]. 2006-11-02
12)   www.people.hbs.edu/jlerner/VCInnov.pdf. 2006-11-02
13)   See Appendix C for a description of the risk elements inherent in the venture capital asset class.


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In 2005, the contributions made by institutional investors (pension funds, banks and insurance
companies) constituted more than 50% of the capital raised to private equity in Europe. The
corresponding number for the Nordic market was 38%14. The allocation to private equity for
institutional investors from Europe and the US has increased since 1992 as can be seen from
the graph below.


                                   In s titu tio n a l a llo c a tio n to p riv a te e q u ity

                 S h a re o f to tal a s s e t                                                                              US
                         a llo c a tio n                                                                                    E u ro pe
                        10%


                                                                                                                           8,20%
                        8%                                                                7,50%             7,5 0 %
                                                                    7 ,3 0 %

                                                 6,50%

                        6%
                                  5%
                                                                                                                                   4 ,5 0%
                                                                                                                      4%
                        4%                                                                        3,6 0 %

                                                                               2 , 50 %
                                                         1 , 9 0%
                        2%



                        0%
                                    19 92            1995              1999                 2001               2003         20 05E

                       S o u rc e : G old m a n S a c h s /F ra n k R u s s e ll




The allocations have increased as more and more institutional investors have accepted private
equity as a genuine asset class. However, although the allocations are increasing in Europe, the
US institutions still have considerable larger allocations to private equity than their European
counterparts. With regard to the Nordic countries – the allocations are still considerably lower
than the European average15.

The publicly funded private equity investors in the Nordic region have had and still have an
important role in the development of the market. The common aim for those organizations is to
strengthen the development and growth of the national economies by providing financing on
market terms for promising small and medium-sized companies as well as for the growth of
mature businesses. Most publicly funded investors also have the additional purpose of driving
development towards a highly functional national private equity market.

Also in other markets public investors have been and are important for the development of
venture capital markets. In the US for example, The Small Business Investment Company
(SBIC) program is a public/private partnership that has provided $46 billion in financing to
almost 100,000 small U.S. companies since the program’s creation in 1958. Today large public
fund investors such as the California Public Employees' Retirement System (CalPERS) view it
as their task to drive the further development of the US venture capital market.

The publicly funded investors either invest directly into companies or indirectly as investors in
private equity funds. Several of the Nordic national publicly funded investors fall under both
14) EVCA
15) JPMorgan Fleming. European Alternative Investments Strategy Survey 2003


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categories. The direct investors invest primarily in the early phases of a company’s
development where it is often difficult to attract organized private capital. These investments
are often vital to the commercialization of new business ideas. The indirect investors invest in
venture capital and buy-out funds that in turn invest in relatively young growing companies or
in the growth of mature companies. The public investors are often major investors in the funds
and are especially important for new fund managers or funds in new sectors.

The public investments are mainly made on market terms and by taking a long-term view and
thus public investors help stabilize a cyclical market. Furthermore, public indirect investors
contribute to the functionality of a private equity market by:

     •   Being capable, with a long-term view, of investing in new teams and new sectors.
     •   Helping create critical mass in funds that are currently too small.
     •   Attracting international capital to funds by adding creditability to the funds they invest
         in.
     •   Promoting corporate governance principles.
     •   Promoting standard terms and reporting.
     •   Gathering national information.
     •   Catalysing knowledge transfers.
     •   Promoting the national market.

In conclusion, a strong venture capital market is an important element for facilitating economic
growth as well as other macroeconomic indicators. Public investors have, in the Nordic
countries as well as internationally, been vital in the development of venture capital markets.
In the long run, private investors – primarily pension funds and other financial institutions –
should be able to support the significant capital requirements needed to make the sector self
supporting. However, in Europe and in the Nordic region the venture markets are still
immature and the private investor support is still not sufficient to drive a self-sustainable
growth of the market. Therefore, in these markets - publicly financed venture capital investors
have a very important role in the initial growth and development of the venture industry.




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4. Current challenges for the development of a strong
   Nordic venture capital market

4.1 Introduction to the Nordic venture capital market
The Nordic venture markets are relatively young compared to both the UK and US markets.
The national venture capital markets in the region began their development in the early and
mid 1990s. Several venture companies such as InnovationsKapital, HealthCap and CapMan,
were started around this time. However, a number of the venture companies established in the
early years left the “scene” when the markets collapsed following the strong market upturn in
the late 1990s/early 2000. Since 2000, a number of new venture companies have emerged and
looking at the active players – approximately 30-35 operate on the Nordic venture market. The
majority of these venture companies are still very local – but several players are increasingly
seeking more “pan Nordic” profiles.

The venture capital sector in the Nordic region, although damaged by the technology downturn
in 2000-2001, still attracts significant capital for investment in technology orientated
companies. The Nordic region is widely recognized as a centre of excellence in information
and communication technologies as well as in life sciences. Sectors that have brought about a
world class deal flow for local venture funds. Investors in the Nordic region include pension
funds, quoted investment companies and financial institutions that invest off the balance sheet.
Government sponsored vehicles are also important members of the investor community
ensuring continued growth and development in the Nordic venture markets.

In the years 2000-2005 € 8.4 billion have been raised and € 7.3 billion invested in the
accumulated Nordic venture capital market16.

The venture capital and private equity markets in the Baltic countries are still immature. The
number of players is limited but there are signs of increasing activities and the next generation
of funds will be larger and will be set-up according to European standards.


4.2 A globalized private equity market brings new challenges
As the private equity market is becoming increasingly global the pattern of institutional
investment has changed. Institutional investors entering the private equity market often start by
investing locally. As the capital under management increases, the strategy tends to become
more international. When allocation to private equity increases, investors need to diversify the
portfolio, and therefore look abroad for new investments.

The changed investment patterns have also changed the way Nordic private equity companies
finance their funds. Today, an increasing percentage of the funding stems from international
sources. According to EVCA, on average 68% of the capital raised for Nordic funds in 2005
came from non-domestic investors. However, these investors concentrate on a few, large
Nordic buy-out funds and the traditional Nordic venture capital funds still have difficulty
attracting larger sums of international capital.

16) EVCA


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For a Nordic venture capital fund, a pure national strategy makes it more difficult to attract
international funding. International investors invest substantial amounts, but will generally
have upper limits with regard to the ownership share that they can take in a given fund. In
order for the Nordic venture funds to attract international investments it is therefore important
that the funds have sufficient critical mass – e.g., a fund size no less than € 100 million.

Larger funds do, however, require larger underlying markets for new projects and investments
and therefore it is becoming increasingly important for Nordic funds to expand the investment
focus from the narrow national focus towards a pan-Nordic focus.

Also, critical mass in terms of capital under management is an important success factor for
private equity funds, since it allows the funds to create well diversified portfolios that may
counter the high risk profiles inherent in venture. Furthermore, a large capital base allows
private equity funds to attract better management teams.

Although the venture community is expected to benefit from the increased internationalisation
of the investor community – Nordic owners are still regarded to be advantageous for many
Nordic companies. This is for example true for Nordic start-up companies in the low tech
segment – where Nordic expansion is seen as the appropriate and beneficial step for the
company before moving into the international markets. Companies with Nordic owners have a
great advantage in successfully realising such a stepwise internationalisation strategy, since
these companies will be able to utilize the owners’ Nordic network and experiences to lower
the risk and increase the pace of early expansion.


4.3 The trend towards a common market
Today, the Nordic venture capital market represents one of the largest venture capital markets
in Europe – a position that facilitates considerable international investor attention. However, as
both the venture markets and investors become more global it becomes even more important
that the Nordic venture markets can compete with the growing markets in the rest of Europe
and attract investors as one common market – with strong pan Nordic investor opportunities
within venture capital.

Although the venture capital market in the Nordic region is gradually moving towards a
common Nordic market the process is progressing slowly – making it increasingly likely that
the development of a Nordic venture capital market may loose momentum and possibly lack
behind the growing venture markets in UK, France and Germany.

A well-functioning common Nordic venture capital market will have global competitiveness
and thus be able to compete with the rest of EU, US and Asia.


4.4 Narrow national objectives restrict Nordic market development
The publicly financed investors in the Nordic market have historically been pivotal in
establishing new venture capital funds and drive the development of the venture capital
community in each of the Nordic countries. To some extent, the mandates of the national
public investors17 permit investments outside the respective countries, allowing for some
Nordic cooperation. However, due to their narrow national objectives, the publicly funded
investors in the Nordic region will not be able to fully take on a pan-Nordic role.
17) The characteristics of the publicly funded investors in the Nordic region are described in the Appendix.


16
The objectives and mandates result in obstacles to a number of important projects such as:

   •   Nordic ventures within targeted areas where each country lack enough critical mass
   •   Regional projects, for example in the Baltic Sea region
   •   Merging across national borders, both with regard to private equity actors and
       unquoted companies


4.5 Obstacles to overcome for an emerging common Nordic market
The necessary development of an effective and transparent common Nordic venture capital
market still has several obstacles to overcome such as:

   •   Lack of dedicated long term pan-Nordic fund investors
   •   Legal and taxation issues
   •   Lack of standard terms, reporting etc.
   •   Lack of transparency regarding statistics and data about the region
   •   Eight different languages
   •   Eight currencies
   •   Different cultures

In the pre-study to this project, carried out in Autumn 2004, a number of interviews were
conducted with leading public and private market players and the key problem areas identified
in the pre-study were similar to the list above emphasizing legal and taxation issues as well as
a lack of pan-Nordic investors. The conclusion from the pre-study interviews can be found in
section 6.




                                                                                             17
5. Recommendation – a Nordic Investment Fund

5.1 Role and purpose of a Nordic Investment Fund
The Project Group recommends the establishment of a Nordic Investment Fund – a Nordic
fund of funds investing in Nordic small and medium-sized companies through funds and
having the important role of driving the development of a well functioning, transparent and
efficient Nordic venture capital market.

A Nordic Investment Fund will:

     •   focus particularly on emerging management teams and new sectors.
     •   assist smaller funds in achieving strong financial resources, and attract capital from
         private Nordic and international investors.
     •   have a stabilizing effect on a predominantly cyclical market by being a long-term and
         at times contrarian investor.
     •   be able to promote best practices, corporate governance, and standardization of terms
         as well as gather statistics and research information about the region and thus
         contribute to increased transparency.
     •   Operate as an important complement to the existing national public investors in the
         Nordic region as well as to EIF, none of which has the possibility of having a true
         Nordic focus.

The Project Group recommends that the Nordic Investment Fund is set-up under the auspices
of the Nordic Investment Bank. The purpose of such a fund of funds fits well into the overall
purpose of the Nordic Investment Bank and using an existing organization is an efficient and
flexible way of setting up the new entity.

The Project Group believes that the creation of a Nordic Investment Fund will contribute
strongly to the development of the Nordic venture market and in the generation of more
venture capital in the Nordic region. More venture capital managed by skilled managers will
lead to the creation of more growth, more new companies and more employment. The Project
Group thus recommends that the Nordic countries in addition to their support of the important
existing national public investors support the creation of a Nordic investor to drive the
development of a common Nordic venture capital market.


5.2 Mandate for a Nordic Investment Fund
It is vital that the Nordic Investment Fund receives a broad mandate. This will allow for
adjustments to the activities of the fund as the market evolves. Thus, the fund shall not be
restricted to current products or market conditions, and a large degree of discretion should be
awarded to the management of the fund to set appropriate strategies for any given period.




18
5.2.1 Focus
The primary focus of the fund of funds should be on funds investing in start-up and early stage
companies as well as in the expansion and internationalisation of small and medium-sized
companies.


5.2.2 Formal investment mandates for a Nordic Investment Fund
Primarily, the fund should invest in funds and related indirect private equity products. Since it
requires a separate and special set of skills to invest directly in portfolio companies, the Nordic
investment Fund should refrain from participating in such transactions.

The capital shall be invested in the Nordic region. However, a small part of the capital can be
allowed to be invested internationally for strategic reasons, in order to create relevant
relationships and attract interest in the Nordic region.


5.2.3 Formal yield target
All investments shall be done on market terms, to ensure that private investors can co-invest.
Long term high yield will be the main target for the Nordic Investment Fund’s investment
activities.

The most experienced investors within venture/private equity are the large US pension funds
and endowments. These investors typically have a yield target of S&P 500 or similar + 4-500
basis points. This is based on a balanced and fully diversified portfolio of about 70% buy-out
and 30% venture.

In the Nordic countries formalized yield targets vary from investor to investor. The Sixth
Swedish National Pension Fund (AP6) has a long term yield target of risk free rate + 450 basis
points. AP6 reported IRR (internal rate of return18) of 8.6% in 2005 and 11.9% in 2004.
Argentum Fondsinvesteringer AS has a target of risk free rate + 1000 basis points and has in
2006 reported an IRR of 35% since its inception in 2002.

A specific yield target for the new entity has to be set when the actual investment mandate is
decided. Based on the mandate, risk should be evaluated and an appropriate yield target and
benchmark established.


5.3 The set-up of a Nordic Investment Fund
The Project Group recommends that the Nordic Investment Fund is set-up as a captive
structure within the Nordic Investment Bank. A captive set-up may be structured simply as an
in-house department of the Nordic Investment Bank that invests directly from the Nordic
Investment Bank’s balance sheet or as a separate legal entity, i.e. a wholly owned subsidiary of
the Nordic Investment Bank.

Vækstfonden, AP6 and Finnish Industry Investments are examples of institutions that have set-
up captive fund of funds organisations that invest directly off the balance sheets. ATP Private

18) IRR is the implied annual return that makes the net present value of a given set of cash flow equal zero.


                                                                                                                19
Equity Partners and Danske Private Equity Partners are examples of captive structures, where
the fund of funds have been established as separate legal entities within the parent
organizations.

The primary advantage of having a captive structure is that it ensures that the parent
organisation (in this case the Nordic Investment Bank) has complete control of the investment
strategy and organization. Such a structure will enable the Nordic Investment Bank to work
with a flexible mandate over time. Furthermore, the captive structure provide the set-up with a
strong “institutional” backing enhancing the investor’s credibility on the market.


5.3.1 Potential invitation of other owners
Potential sources of financing for the Nordic Investment Fund, other than the Nordic
Investment Bank, may be national, public or private investment entities or financial institutions
in the Nordic countries or elsewhere.

Other investors could be invited when the fund is being established or later when the fund has
proven itself as an investor with a certain track record. However, to the extent that there is an
intention to attract other investors it might be necessary to adjust the set-up of the fund to
comply with structural requirements from these investors. E.g. private investors will typically
wish to limit the time span in which their capital is tied to a specific fund of funds. In order to
comply with this requirement it might be necessary to enclose the capital commitment in a
closed end fund structure, which is characterised by having a predetermined end date.

Alternate public and/or private investors would ensure direct financial backing and strong
relationships to both the governments and financial institutions of each of the Nordic countries.
Such relationships may also be tied to strategic partnership agreements. Similar arrangements
can be seen in EIF, where more than 8% of the fund is owned by financial institutions in the
member states. A number of these institutions have in connection with their investment entered
into strategic partnerships with EIF.


5.3.2 Potential cooperation with the European Investment Fund
The Project Group recommends that a Nordic Investment Fund seek close relations with EIF.
Close co-operation or a strategic partnership between EIF and the Nordic Investment Fund,
e.g. by way of information exchange, co-investments in Nordic funds etc. is envisioned. Part of
the financing of Nordic investment Fund could potentially be provided by EIF in connection
with EIF’s management of the framework “Programme for Competitiveness and Innovation”
(CIP), aiming to bridge market gaps in financing of SMEs. In that respect a Nordic Investment
Fund may likely be considered a natural partner for EIF in the Nordic region.

The Project Group has made a brief introduction of the Nordic Investment Fund to EIF that
welcome the initiative and see it as a strong supplement to their own activities in the region.

As an alternative to a purely Nordic fund of funds under the Nordic Investment Bank, the
Nordic Investment Fund could also be established as a joint venture with EIF. A joint venture
could potentially be established directly within the realm of EIF, i.e. as a fund managed by EIF


20
by way of establishment of a Nordic EIF office. In addition to infrastructure, investment
experience and network, EIF could have contributed a substantial part or half of the funding of
the fund and thus the role of the Nordic Investment Bank would merely be to contribute
funding. A somewhat similar set-up has been made with respect to the ERP-EIF Dachfonds.
The ERP-EIF Dachfonds invest in specialised venture capital funds that focus on Germany-
based, high-tech early stage companies. EIF is managing the facility on behalf of the German
Federal Ministry of Economics and Technology (BMWi) and ERP.

The Project Group, however, does not recommend the establishment of a Nordic EIF office for
a number of reasons. Such reasons include but are not limited to:

     •    With the number of member states growing from 12 to 25, it is unlikely that the Nordic
          region will attract sufficient attention to achieve the goals set out for the Nordic
          Investment Fund.
     •    A purely Nordic fund of funds initiative would be in a position to act much faster and
          much more aggressively than EIF.
     •    Neither Norway nor Iceland are members of the EU and thus not included in the current
          investment scope of the EIF.


5.4 Financing of a Nordic Investment Fund
The capital requirement for a Nordic Investment Fund investing primarily in Nordic venture
funds shall be in the range € 300-750 million, depending on the exact investment mandate.
This is a reasonable capital base when compared with the current size of the market and the
sizes of similar publicly financed but nationally oriented investment vehicles in the Nordic
region. Furthermore, in order for the Nordic Investment Fund to conduct its role as a
participator in existing funds and initiator of new funds – a significant capital base is needed.

Considering the Nordic private equity market – annual fundraising averages € 1.4 billion to
venture capital and € 3.7 billion to the entire private equity market19 - numbers are expected to
increase in the future as the whole private equity market – buy-out and venture - matures.

National institutions, with strategies similar to those of the Nordic Investment Fund, vary in
the amount of capital under management from € 200 million to € 1 billion. However, all of
these institutions have a national bias and rarely invest abroad.


 Institution             Total fund                Annual                  Investment scope
                         commitments               commitment
 Argentum (NO)           € 370 million             € 60 million            Norwegian venture and buy-out, with
                                                                           some Nordic investments

 Finnish Industry        € 210 million (VC)        € 19 million            Finnish venture and buy-out
 Investment (FI)         € 97 million (PE)         € 9 million

 Vækstfonden             € 176 million             € 25 million            Danish venture
 (DK)

 AP6 (SE)                € 900 million             € 100 million           Swedish venture and buy-out

19) EVCA, average funds raised in Denmark, Finland, Norway and Sweden 2000-2005


                                                                                                                 21
A player targeting the Nordic market is likely to have larger annual commitments than the
national players. Investors like Finnish Industry Investments and Vækstfonden focus primarily
on the local venture markets and have annual commitments of € 19-25 million. Likewise,
investors like AP6 and Argentum focus primarily on their local markets. However, AP6 and
Argentum have broad investment mandates covering both venture and buy out – explaining the
relatively high annual commitment levels for these funds.

The Nordic Investment Fund should be established with a strong focus on Nordic venture
funds – but with the ability to make strategic allocations to a limited number of funds outside
the primary investment scope. It will be im4portant for the Nordic fund of funds to become a
driving force in the Nordic arena, and in that respect it is important that the Nordic Investment
Fund have the ability to make significant commitments to the underlying funds.

A rough but reasonable estimate of the annual fund commitments for the Nordic Investment
Fund would therefore be in the range of € 60 - 150 million. The complexity in cash flow
estimation for private equity funds makes it difficult to calculate a correct fund size based on
annual commitments. As a rule of thumb, 5-6 times the annual commitments are needed in
order to create a sustainable fund. However, to make an efficient capital allocation, over-
allocation is widely used by fund of funds. The size of the over-allocation varies depending on
risk awareness and portfolio dynamics, but 20% can be seen as a rather conservative rule. This
reduces the fund size to 4-5 times the annual commitment. Based on these calculations, the
required fund size can therefore be estimated to be in the range of € 300-750 million depending
on the investment scope.


5.5 Human Resources


5.5.1 Organizational size
A Nordic fund of funds would require an organization of four to six investment professionals,
one to two analysts and possibly two full time employees responsible for all other back office
support. This set-up would be necessary due to the size of the Nordic private equity market and
the number of funds requiring funding.

The selection of fund managers is the essential task for the new fund of funds which means
that the team needs deep knowledge about as well as experience with the Nordic private equity
market. The main day to day tasks for the Nordic fund of funds will be to identify and evaluate
financially interesting fund opportunities in the Nordic region. Furthermore, the investment
team must have the insight and ability to negotiate attractive terms with the individual funds.
The team must have strong financial and legal competencies to support the ongoing activities.
In this regard, prior experience with private equity fund investing will be necessary to the
team’s ability to successfully approach the market and enhance the team’s ability to implement
new market standards.

Depending on the extent to which the Nordic fund of funds is established as a “greenfield
operation”, it may be important that the employees - in addition to their operational duties –



22
take an active part in building the operational infrastructure for the fund. Such tasks would
include setting up investment and reporting processes, setting up IT infrastructure etc.

In building strong relationships with funds and making evaluations of specific funds it is
important that the investment team can draw upon a broad and geographically diversified
network of specialists, business developers and people from the private equity community.
This may be achieved by setting up an advisory forum in relation to the fund of funds where
relevant advisors are appointed by the investment professionals and compensated by the fund.
Of course the team members need to also bring strong personal networks.


5.5.2 Compensation
Compensation for the management team should be adjusted to market standards including
fixed and performance based compensation. Private equity is a specialized business and
experienced talent is scarce in the Nordic region. In order to attract and maintain competent
staff it is of great importance to have incentives in line with market terms20.

A bottom up estimate of the operational cost relating to a Nordic Fund of Funds organization
would amount to 0.5-0.75% of capital under management. This is considerable lower than for
similar size international fund of funds organizations, where the fee levels are typically around
1 % of capital under management21.




20) A standard performance-based fee for fund of funds – also known as the carried interest – would be based on a 10% profit share with the
   limited partners after the limited partners have received their invested capital plus a hurdle rate of 15%.
21) The Private Equity Analyst. Private Equity Partnership – Terms and Conditions. Third Edition


                                                                                                                                        23
6. The market players’ view on a common Nordic unit

6.1 What is the market players’ view on a Nordic Investment fund?
Interviews with the leading decision makers among national public investors and venture
capital funds within the Nordic private equity market have been carried out in the previous
projects during 2004 and 2005. The following aspects were emphasised by the market players
interviewed:

     •   Be demanding in respect to professionalism and market conditions
     •   Define the unit’s role on the market clearly
     •   Define the unit’s yield targets
     •   Focus on investments in venture capital funds
     •   Do not establish a new Nordic institution. Instead use existing structures
     •   Minimize the bureaucracy
     •   Minimize the organization
     •   Include the Baltic countries from the outset
     •   Develop the co-operation with the European Investment Fund and their range of
         products
     •   Carry out a profound analysis of the issue.


6.2 Public investors
The initial response from the leading public investors that constitute the unit’s potential co-
investors has been positive. They regard it an advantage to get a chance to professionalize and
develop the growing pan-Nordic market in a more organized and efficient manner.
Furthermore, they argue that such an actor could be a catalyst and make possible ventures
within certain clusters alongside local and international institutional capital.

It was also emphasized that it would be important to give a common Nordic unit a clearly
defined role and comprehensible yield targets in order to enable co-operation with other
investors.


6.3 Private investors
The venture capital funds have a positive outlook on the prospect of a common institutional
investor. They particularly underline that the unit could contribute with long-term capital and
hence have a stabilizing impact on a firmly cyclical market. The market actors also stress the
importance of the signalling effect that the creation of such a common Nordic unit would have
on the global environment. Such an effort would accentuate that the Nordic and Baltic
countries prioritize and understand the economic importance of a strong venture community.




24
6.4 Consensus on the market
The players agree that the investments should only be placed in private equity funds and not
directly into unquoted companies, or research and development programs. Furthermore it was
concluded that most investments should be in venture capital and not in buy-out. Direct
investments are best carried out by local actors and access to capital in most of the buy-out
segment is regarded to be sufficient.

The market players furthermore highlight the importance of close co-operation with the EIF as
a possible co-financier of the unit.




                                                                                          25
7. Appendix A: The Nordic Investment Bank
The Nordic Investment Bank is the common international financial institution of its member
countries, with the objective of strengthening and further developing the cooperation between
them. The primary purpose of the Bank is to promote sustainable growth in the economies of
the member countries through the long-term financing of projects in the private and public
sectors. The Nordic Investment Bank is owned by Denmark, Estonia, Finland, Iceland, Latvia,
Lithuania, Norway and Sweden.

The statutes of Nordic Investment Bank do not mention private equity or venture capital, and it
is possible that the statutes would need to be revised to allow for investments in private equity.


7.1.1 Facts about the Nordic Investment Bank
The Nordic Investment Bank finances investment projects and project exports, both in and
outside the member countries. High priority is given to investments furthering economic
cooperation between the member countries.
The Nordic Investment Bank's provision of credits is highly suited to investments that secure
energy supplies, improve infrastructure or support research and development.
Focal points of the Bank's activities include the neighboring areas of the member countries.
The Nordic Investment Bank's headquarters are in Helsinki. The Nordic Investment Bank has
other offices in Copenhagen, Oslo, Reykjavik and Stockholm, as well as a representative office
in Singapore.
The Nordic Investment Bank is a multilateral financial institution and has financed over a
thousand projects since it began operating in 1976.


7.1.2 Ownership structure
The Bank's authorized capital amounts to € 4.1 billion. The paid-in portion is about 10.1 % of
this amount. The remainder of the authorized capital consists of callable capital. The member
countries have subscribed authorized capital according to a distribution key based on the eight
member countries' gross national income: Denmark 21.3%, Estonia 0.7%, Finland 18.5%,
Iceland 0.9%, Latvia 1.1%, Lithuania 1.6%, Norway 19.1% and Sweden 36.7%.

The Nordic Investment Bank promotes sustainable growth of its member countries by
providing long-term complementary financing, based on sound banking principles, to projects
that strengthen competitiveness and enhance the environment.


7.1.3 Lending in member countries
The Nordic Investment Bank grants medium- and long-term investment loans with maturities
of 5 to 15 years. These are granted in various currencies at fixed or variable commercial
interest rates. Within the member countries, the Nordic Investment Bank finances investments
in the following sectors:

     •   Manufacturing, including investments in facilities and machinery,
     •   Infrastructure, investments in the energy sector, transportation, telecommunications,
         water supply and waste treatment,

26
   •   Environmental improvement, in both the private and public sectors,
   •   Research and development,
   •   Cross-border investments, such as company acquisitions,
   •   Foreign investments in the member countries,
   •   Regional loans that can be granted to regional credit institutions for investments in
       regional priority fields.


7.1.4 Statutes
Current statutes have entered into force on January 1, 2005 replacing the original statutes
dating from June 1, 1976.

The Current statutes do not mention venture capital or private equity. It ought to be
investigated further whether a change of the statutes is necessary to allow for the Nordic
Investment Bank to participate in a Nordic Investment Fund.




                                                                                         27
8. Appendix B: Description of national public investors
The subsequent section briefly presents the scope and national limitations of the major public
investors in each respective Nordic country.


8.1 Norway


8.1.1 Argentum Fondsinvesteringer AS (Argentum)
Argentum is a government-owned investment company, and was the first pure fund of funds
investor in the private equity sector in Norway. Argentum aims, through its investments, to
facilitate access to international venture capital, and to be a driving force in the development of
an internationally competitive private equity environment in Norway. Argentum invests
through either established or new fund management structures.

Argentum has been established in order to channel public capital into areas of innovation and
creation through carrying out minority investments in private equity funds.

Capital under management: NOK 3.1 billion

National limitations:
Argentum can invest in all funds that are active on the Norwegian market. It is also possible for
Argentum to invest in funds that have a greater scope of investment area than Norway alone.


8.1.2 Innovation Norway
Innovation Norway is a state-owned company that promotes nationwide industrial
development profitable to both the business economy and the Norwegian national economy,
and helps release the potential of different districts and regions by contributing towards
innovation, internationalization and promotion.

The company has a nationwide division of seed financing that shall channel public capital into
areas of innovation and creation throughout the country. This should be done through lending
capital to private seed funds investing in the earliest stages of a company’s development.

National limitations:
Innovation Norway can only invest in Norwegian funds. The funds and the administrative
agencies involved must be Norwegian, yet the funds are open to international investors.


8.2 Denmark


8.2.1 Vækstfonden
Vækstfonden is a financial organization that contributes to the promotion of Danish business
and trade. The organization’s mission is to strengthen development and renewal in the Danish
economy by providing financing for promising projects in small and medium-size businesses.


28
Vækstfonden’s capital base is currently € 300 million, part of which is used for direct business
funding, and part of which is used to co-finance venture funds. In addition, Vækstfonden
administers Vækstkaution, a national loan guarantee scheme for business.

Vækstfonden is an independent fund placed under the Danish Ministry of Economy and
Industry founded in 1991.

Capital under management: DKK 2 billion

National limitations
Despite the fact that no such limitations are clearly legally stated, it has been a general
prerequisite for both direct and indirect investments by Vækstfonden that the organization may
only invest in Denmark. However, irrespective hereof it has been deemed within
Vækstfonden's mandate to invest in companies established outside of Denmark on the
condition that the projects invested in have spent an amount, at least the size of the sum
invested by Vækstfonden, to finance activities in Denmark.


8.2.2 Innovationsmiljøer (Innovation environments and Tech-transfer offices)
The innovation environments were first authorized in 1998. At present there are 7 innovation
environments that have been authorized 2004-2008. The innovation environments are typically
placed close to research clusters or universities and their purpose is to assist in the
development of new service- and product ideas for commercial usage.

National limitations
The innovation environments may only invest in Denmark.


8.3 Sweden


8.3.1 Industrifonden
Industrifonden is a public foundation established in 1979 by the former Swedish department of
industry to complement the market of industrial development and marketing.

Industrifonden co-owns eleven private equity companies in different parts of Sweden. Their
business concept is to develop small and medium-sized businesses, generally as minority
owners.

Capital under management: SEK 3.3 billion

National limitations
Industrifonden is a foundation and consequently fully-independent and with no owners. The
state’s role in relation to Industrifonden is to appoint its board and auditors. The foundation’s
mandates are regulated in accordance with the decrees that were established at the outset of the
foundation. The state has no authority to change the basic mandates of the foundation. A legal
analysis would be necessary in order to establish whether it is possible to change the decrees to
allow Industrifonden to invest outside Sweden.

                                                                                              29
8.3.2 The Sixth National Pension Fund (AP6)
The Sixth National Pension Fund (AP6) administrates public pension means with the task of
creating long-term profits and to maintain a satisfactory distribution of risk through the
placement of private equity in small to medium-sized Swedish growing businesses. Through
this the Sixth National Pension Fund is seen to contribute to the development of the Swedish
business community. The Sixth National Pension Fund is an independent investor in a range of
private equity funds as well as co-owners and direct owners in a number of medium size
unquoted companies.

Capital under management: SEK 15.1 billion

National limitations
As a main rule, the Sixth National Pension Fund is only allowed to invest in Sweden. It has
been discussed whether the mandate of the Sixth National Pension Fund could and should be
extended.


8.3.3 Innovationsbron (the innovation bridge) in Sweden
Teknikbrostiftelserna, Industrifonden and the Swedish state through VINNOVA have together
created the corporation Innovationsbron AB. The company has a parent company and seven
regional companies. The group has been operational since the spring of 2005.

Capital under management: SEK 2 billion

National limitations
Innovationsbron should invest in Sweden or to promote Swedish growth. The national
limitations have not yet been tried.


8.4 Iceland


8.4.1 New Business Venture Fund
The New Business Venture Fund is a venture capital investor that takes an active part in
business development and growth in Iceland by investing in innovative and pioneering firms
with promise. The goal of the fund is to invest in companies from which it can expect
substantial added value, profitability and good returns. The earnings of the fund will be used
for its further development, investment in innovative and pioneering firms holding promise
and research into their operating environment.

Capital under management: ISK 3.6 billion

National limitations
Despite considerable freedom of action, it is clear that the law emphasizes that Icelandic
business life is meant to benefit from the fund. International investments that are in no way tied
to Iceland and Icelandic interests are not authorized.



30
It is therefore obvious that the fund has powers to invest in foreign countries and products.
Such investments are allowed if carried out in co-operation with Icelandic activity or
individuals. It is not allowed to invest abroad if the investment lacks a connection to Icelandic
authorities or interests or if the investment involves no yield opportunity for the fund.


8.5 Finland


8.5.1 Finnish Industry Investment Ltd
Finnish Industry Investment Ltd is a government-owned investment company. It engages in
equity capital investment and invests in venture capital funds, private equity funds and directly
in selected target companies. Direct investments’ portfolio includes over 70 early stage
companies resulting from the Seed Investment Program. Finnish Industry Investment Ltd is
administered by the Ministry of Trade and Industry. The funding of the institution is based on
the proceeds accrued from the privatization of state-owned companies. Finnish Industry
Investment has made investment commitments to 66 venture capital funds.

Capital under management: € 350 million

National limitations:
The state owned Finnish Industry Investment can invest in foreign funds under the condition
that the funds in question invest at least the same size sums in Finnish business. Within the
near future the law will be verified as to broaden the investment mandate to allow investments
in foreign funds and firms when it “contributes to Finnish economic development”.




                                                                                              31
9. Appendix C: Risk management for a Nordic Investment
   Fund
In addition to the normal risk factors involved in all equity investing such as cycles, company
performance, interest rates, currency, growth, inflation etc., some additional factors are
involved when in investing in venture capital funds.

The ability to manage risk in venture capital fund investments is highly influenced by the
structure of such investment. Normally investors commit capital with a 10-12 years horizon
and limited termination ability. The commitment is structured in a fund together with other
investors. The fund is managed by a fund manager with the authority to take decisions on
behalf of the fund related to investment and realization. The investor’s role is therefore
reduced to monitoring the mandate and investment activity.

The time spans, lack of termination ability and governance structure introduce some very
specific risk factors. A commitment involves a 10-12 year portfolio allocation decision. Since
the fund’s investments are spread over the fund’s life time, it takes years until the investors
have an actual exposure, which leads to some particular challenges in the management of
cyclical movements and overall portfolio risk.

The fact that the fund manager is taking the investment decisions introduces structural
challenges focused on alignment of interest between the manager and the investor. However,
situations will occur when such alignment is not in place. Combined with the lack of
termination ability, this introduces a very specific risk factor.

Some of the most relevant risk factors are listed below:

 Fund Manager Risk       The most influential risk factor is the appointed fund managers
                         ability to invest, develop and exit investments according to plan.
 Liquidity Risk          Venture investments lack liquidity and typically have time horizons
                         of 5 to 10 years. Return cash flow is based on realization of
                         underlying holdings, most often when a company is sold. The time
                         frame and efficacy of a sale is highly influenced by the state of the
                         specific company and of the surrounding economy. Secondary
                         markets for the fund investment as such are limited.
 Operating Risk          Venture capital investments entail high operating risk associated
                         with developing new products, new technology, establishing new
                         markets and building new organisations.
 Financial Risk          Private equity often (within buy-out) employs a greater use of
                         leverage (borrowing), which may lead to a greater volatility in
                         returns.
 Country Risk            There may be political, economic, and currency risks associated
                         with investing in different countries. Within the Nordic region, such
                         risk is mainly related to currency and tax issues.



32
 Structural Risk         No real market standard for fund structures is established. In the
                         absence of a regulatory authority, significant risk is related to
                         structural issues, involving fundamental rights and protections
                         within governance, monitoring and intervention rights.
 Valuation Risk          There may be risk connected to the fund manager’s ability to employ
                         an appropriate and reasonable valuation discipline.
 Corporate               As the fund investor does not directly influence the underlying
 governance risk         investments, there is risk related to the ability to control corporate
                         governance and ethical standards.


Risk in venture capital fund investing is mainly controlled by the following:

   •   Thorough and skilled fund manager selection and appointing procedure
   •   Investment/fund structures that implicate best possible alignment of interest between
       the fund manager and the investor (agent – principal)
   •   Assessing the level of diversification in the portfolio across investment style/phases,
       geographic distribution, industry concentrations, vintages and segments
   •   Ensuring a critical mass of projects, funds and fund managers to support the chosen
       strategy
   •   Assessing the development in the underlying portfolio companies compared to initial
       investment rationale
   •   Monitoring the due diligence activity of the appointed fund managers
   •   Controlling the tracking of investment mandates, monitoring activities and the internal
       policies and procedures of the appointed managers
   •   Taking instant corrective action.




                                                                                             33
PROJECT GROUP – PARTICIPATING ORGANIZATIONS



Cubera Private Equity
Cubera is a partnership managing funds within Nordic private equity, located in Oslo and
Stockholm. With hands-on experience from more than 50 direct investments, 30 exits and 40
Nordic private equity fund investments, the team possesses a broad platform for value creation
within Nordic private equity.

Cubera is currently fund raising for Cubera Secondary, a Nordic secondary fund. First closing
held place in October 2006. The investor base comprises prime private equity investors,
including institutional investors and family offices.

Contact information:
Jørgen Kjærnes
Cubera Private Equity
Rosenkrantzgate 22
0160 Oslo
Norway
Tel: + 47 23 10 07 60




Finnish Industry Investment
Finnish Industry Investment (FII) is a government-owned investment company. The company
invests the proceeds accrued from the privatisation of state-owned companies in promoting the
growth and internationalisation of Finnish businesses. FII is Finland's leading provider of seed
financing. FII´s investments and investment commitments amount to some EUR 350 million.

Contact information:
Juha Marjosola
Finnish Industry Investment
Kalevankatu 9A
00101 Helsinki
Finland
Tel: +358 9 680 3680




34
Nordic Investment Solutions
Nordic Investment Solutions (NIS) is an independent Nordic focused private equity advisory
firm based in Stockholm. The services provided by NIS include; Strategic advice to
institutions and other organizations involved in the private equity market, Communication and
Public Policy services to market players and public authorities and Nordic facilitation aimed at
creating relevant business opportunities.

Contact information:
Erik Johansson & Carl-Peter Mattsson
Nordic Investment Solutions
Hamngatan 13
111 47 Stockholm
Sweden
Tel: + 46 8 410 470 11




Vækstfonden
Vækstfonden is a state owned investment company. Operating independently in the capital
market, Vækstfonden facilitates the supply of venture capital in terms of start-up equity and
high-risk loans. The investment strategy extends across a wide range of industries with a
strong focus on innovative business ventures with high growth potential. Furthermore,
Vækstfonden invest in venture funds specialising in specific industry sectors. Vækstfondens
vision is to create the best market for innovation finance in Europe.

Contact information:
Christian Motzfeldt
Vækstfonden
Strandvejen 104
2900 Hellerup
Denmark
Tel: + 45 35 29 86 00




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                                           Nordic Innovation Centre
                                           The Nordic Innovation Centre initiates and
                                           finances activities that enhance innovation col-
                                           laboration and develop and maintain a smoothly
                                           functioning market in the Nordic region.

                                           The Centre works primarily with small and
                                           medium-sized companies (SMEs) in the Nordic
                                           countries. Other important partners are those
                                           most closely involved with innovation and market
                                           surveillance, such as industrial organisations and
                                           interest groups, research institutions and public
                                           authorities.

                                           The Nordic Innovation Centre is an institution
                                           under the Nordic Council of Ministers. Its secre-
                                           tariat is in Oslo.

                                           For more information: www.nordicinnovation.net




   Nordic Innovation Centre   Phone: +47-47 61 44 00         info@nordicinnovation.net
36 Stensberggata 25           Fax: +47-22 56 55 65           www.nordicinnovation.net
   NO-0170 Oslo
   Norway

				
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