CVR No. 34 4 5 3 9 3 4
The Annual General Meeting adopted the annual
report on 25.04.2024
Chairman of the General Meeting
Capidea Kapital II K/S | Contents 1
Contents
Fund details 2
Statement by the Management on the annual report 3
Management commentary 4
Independent auditor's report 6
Statement of comprehensive income 9
Statement of financial position at 31.12.2023 10
Statement of changes in net assets attributable to the Limited Partners’
Capital
12
Statement of cash flows for 2023 13
Table of notes 14
Notes to the financial statements 15
Capidea Kapital II K/S | Fund details 2
Fund details
Fund
Capidea Kapital II K/S
Store Kongensgade 118, 1. th
1264 København K
Business Registration No.: 34453934
Registered office: København
Financial period: - 01.01.2023 31.12.2023
General Partner
Capidea Komplementar II ApS
Fund Manager
Capidea Management ApS
Registered Manager of Alternative Investment Funds (Danish FTID number: 23135)
Auditors
Capidea Kapital II K/S | Statement by the Management on the annual report 3
Statement by the Management on the
annual report
On behalf of Capidea Komplementar II ApS
Capidea Kapital II K/S | Management commentary 4
Management commentary
Financial highlights
2023
DKK'000
2022
DKK'000
2021
DKK'000
2020
DKK'000
2019
DKK'000
Key figures
Operating profit/(loss) (EBIT) (21,955) (56,080) 281,542 60,127 31,658
Profit/(loss) for the period (21,780) (55,841) 282,026 60,739 32,406
Net Assets attributable to
Limited Partners
121,172 141,862 399,289 514,302 473,325
Total Assets 122,125 142,229 399,518 514,360 473,556
Ratios
Solvency ratio (%) 99.22 99.74 99.94 99.99 99.95
Distributed to Paid in 161.80 162.00 130.00 66.00 63.00
Capidea Kapital II K/S | Management commentary 5
Uncertainty relating to recognition and measurement
The objective of the Fund is to contribute capital to competitive enterprises. The most significant risk factor is
thus changes to the values of the investments made.
As described under accounting polcies, investments in portfolio companies are measured at fair value.
As the portfolio companies are medium-sized unlisted companies, determining fair value is naturally associated
with uncertainty. It is Management’s assessment that the fair value measurement at 31.12.2023 is well founded
and based on reasonable and realistic assumptions.
Unusual circumstances affecting recognition and measurement
Except for the fair value changes on investments, the annual report is not influenced by unusual circumstances.
Events after the balance sheet date
No events have occurred after the balance sheet date to this date which would influence the evaluation of this
annual report.
Outlook
Increases in values of the Fund’s enterprises partly depend on their financial results and partly on the share
market utilised to determine the price for unlisted shares.
Due to uncertainty on the share market, it is difficult to list well-founded expectations to the results for 2024.
Periodic disclosure for Article 6 financial product
The investment underlying this financial product do not take into account the EU criteria for environmentally
sustainable economic activities.
Capidea Kapital II K/S | Independent auditor's report 6
Independent auditor's report
Capidea Kapital II K/S | Independent auditor's report 7
Capidea Kapital II K/S | Independent auditor's report 8
CVR No. 3 396 35 56
Identification No (MNE) mn e 32 127
Identification No (MNE) mn e 46 616
Capidea Kapital II K/S | Statement of comprehensive income 9
Statement of comprehensive income
Notes
2023
DKK'000
2022
DKK'000
Realised gains/(losses) from financial assets at fair value 3 (979 ) 4,614
Net increase/(decrease) in unrealised gains/(losses) from
financial assets at fair value
3 (19,107 ) (57,862 )
Operating income/(loss) (20,086 ) (53,248 )
Administrative expenses 4 (1,347 ) (2,832 )
Other operating expenses 5 (522 ) 0
Operating expenses (1,869 ) (2,832 )
Operating profit/(loss) (EBIT) (21,955 ) (56,080 )
Financial income 6 858 496
Financial expenses 7 (683 ) (257 )
Profit/(loss) for the period (21,780 ) (55,841 )
Comprehensive income (21,780 ) (55,841 )
Capidea Kapital II K/S | Statement of financial position at 31.12.2023 10
Statement of financial position at
31.12.2023
Assets
Notes
2023
DKK'000
2022
DKK'000
Equity investments 8 500 1,479
Investments in portfolio companies 8 117,422 136,476
Investments 117,922 137,955
Non-current assets 117,922 137,955
Other receivables 9 1,518 2,040
Cash and cash equivalents 2,685 2,234
Current assets 4,203 4,274
Total assets 122,125 142,229
Capidea Kapital II K/S | Statement of financial position at 31.12.2023 11
Net assets and liabilities
Notes
2023
DKK'000
2022
DKK'000
Limited partnership capital 10 (390,027 ) (391,117 )
Retained earnings 511,199 532,979
Net assets attributable to Limited Partners 121,172 141,862
Other payables 11 953 367
Current liabilities 953 367
Total liabilities 953 367
Total liabilities and net assets attributable to Limited
Partners
Capidea Kapital II K/S | Statement of changes in net assets attributable to the Limited Partners’ Capital 12
Statement of changes in net assets
attributable to the Limited Partners’
Capital
Limited
partnership
capital
DKK'000
Retained
earnings
DKK'000
Total
DKK'000
Net assets 01.01.2023 (391,117 ) 532,979 141,862
Contributions from Limited Partners 1,090 0 1,090
Profit/(loss) for the period 0 (21,780 ) (21,780 )
Net assets 31.12.2023 (390,027 ) 511,199 121,172
Limited
partnership
capital
DKK'000
Retained
earnings
DKK'000
Total
DKK'000
Net assets 01.01.2022 (189,531 ) 588,820 399,289
Contributions from Limited Partners 2,537 0 2,537
Distributions to Limited Partners (204,123 ) 0 (204,123 )
Profit/(loss) for the period 0 (55,841 ) (55,841 )
Net assets 31.12.2022 (391,117 ) 532,979 141,862
The Partners have committed themselves to contributing up to DKK 717,245 thousand into the Fund, as and
when new capital is required for making investments, paying fund costs etc. Of the total committed capital, the
Partners have paid-in net DKK 629.137 thousand at , and the remaining contribution balance is DKK
89.197 thousand. Distributions to Partners comprise return of capital and realized gains.
31.12.2023
Capidea Kapital II K/S | Statement of cash flows for 2023 13
Statement of cash flows for 2023
Notes
2023
DKK'000
2022
DKK'000
Operating profit/(loss) (EBIT) (21,955 ) (56,080 )
Net increase/(decrease) in unrealised gains/(losses) from
financial assets at fair value through profit or loss
Realised gains/(losses) from financial assets at fair value 979 (4,614 )
Working capital changes 1,055 3,672
(814 ) 840
Received financial income 6 858 496
Paid financial expenses 7 (683 ) (257 )
Cash flows from operating activities (639 ) 1,079
Income from sale of portfolio enterprises 0 200,533
Cash flows from investing activities 0 200,533
Cash flows from operating and investing activities (639 ) 201,612
Contributions from Limited Partners 1,090 2,537
Distributions to Limited Partners 0 (204,123 )
Cash flows from financing activities 1,090 (201,586 )
Increase/decrease in cash and cash equivalents 451 26
Cash beginning of year 2,234 2,208
Cash end of year 2,685 2,234
Capidea Kapital II K/S | Table of notes 14
Table of notes
1 Accounting policies 15
2 Significant accounting estimates, assumptions and
uncertainties
21
3 Fair value adjustments 21
4 Administrative expenses 21
5 Other operating expenses 22
6 Financial income 22
7 Financial expenses 22
8 Investments 23
9 Other receivables 25
10 Limited Partnership capital 25
11 Other payables 25
12 Financial instruments 26
13 Financial risk management 26
14 Financial instruments measured at fair value 27
15 Related parties 30
16 Contingent liabilities 30
17 Investors 31
18 Events after the balance sheet date 31
19 Authorisation of the annual report for issue 31
Capidea Kapital II K/S | Notes to the financial statements 15
Notes to the financial statements
Accounting policies1
Reporting class
The financial statements are prepared in accordance with the IFRS Accounting Standards as adopted by the EU
and additional disclosure requirements of the Danish Financial Statements Act governing reporting class B
enterprises with addition of a few provisions for reporting class C.
The expected lifetime of the Limited Partnership is 10 years from the date of commence as set out in the Limited
Partnership Agreement. The Limited Partnership qualifies as an unregulated alternative investment fund in
compliance with the AIFMD.
The financial period runs from 1 January to 31 December each year. The accounting policies applied to these
financial statements are consistent with those applied last year.
The comparison figures in the Cash flow statement has been changed due to a mistake in the presentation of
"Income from sale of portfolio enterprises" and “Working capital changes” .
The financial statements are presented in , which is the functional currency of the Fund.
The Fund is determined to be an investment entity in accordance with IFRS 10, Consolidated Financial
Statements, and has therefore accounted for subsidiaries as well as investments in associates and joint ventures
as investments designated at fair value through profit or loss where the relevant criteria under IFRS 10 are met.
DKK
The financial statements are presented on the basis of going concern.
The Fund's investments are portfolio companies which are not subject to IFRS 9, Financial Instruments. The Fund
has no material assets or liabilities subject to IFRS 9, Financial Instruments.
The Fund's has not entered into any leasing agreements subject to IFRS 16, Leases.
The financial statements are presented on the basis of historical cost, except for the investments and receivables
from investments, which are measured at fair value. Historical cost is based on the fair value of the consideration
given in exchange for assets.
All amounts in the financial statements are presented in whole thousands. Every figure is rounded off
separately and, for that reason, minor differences between the stated totals and the sum of underlying figures
may occur.
Judgements made by Management in the application of the IFRS Accounting Standards that have had significant
effects on the financial statements are disclosed, where applicable, in the relevant notes to the financial
statements
DKK
Capidea Kapital II K/S | Notes to the financial statements 16
Defining materiality
If a line item is not individually material, it is aggregated with other items and notes of a similar nature in the
financial statements or in the notes. There are substantial disclosure requirements throughout the IFRS
Accounting Standards. Disclosures required by the IFRS Accounting Standards are provided unless the
information is considered immaterial to the eco-nomic decision-making of the users of these financial statements
or not applicable.
The most significant accounting policies are set out below.
Report on the exemption of preparation of consolidated financial statements
has omitted to prepare consolidated financial statements under the provisions of IFRS 10,
Consolidated Financial Statements, as the Limited Partnership qualifies as an investment entity. The definition of
an investment entity is an entity that:
Capidea Kapital II K/S
Obtains funds from one or more investors for the purpose of providing those investor(s) with investment
management services;
Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital
appreciation, investment income or both; and
Measures and evaluates the performance of substantially all its investments on a fair value basis.
In view of the circumstances described below, the General Partner believes that the Fund satisfies the typical
criteria of an investment entity that:
The Fund has more than one investment.
The Fund has more than one investor and its investors are not related parties. Please refer to the description
in note to the financial statements.15
The Fund’s investments take the form of equity instrument or similar investments (portfolio companies).
As a result, the General Partner has decided to apply the exemption rule in IFRS 10 not to prepare consolidated
financial statements where the controlled subsidiaries are consolidated, and instead the controlled subsidiaries
are accounted for at fair value through profit or loss.
Standards and Interpretations not yet in force
All of the new and amended Standards and Interpretations which are relevant to the Fund, and which came into
force with effect for financial years beginning have been applied when preparing the financial
statements.
These Standards have not had an impact on the Fund’s Annual Accounts.
There are no other Standards, Interpretations or amendments to existing Standards that are not yet effective that
would be expected to have an impact on the Fund.
01.01.2023
Capidea Kapital II K/S | Notes to the financial statements 17
Significant accounting judgment and estimates
When prepar ing the financi al statem en ts, the General Partn er makes several acco unting estimates for ming
the basis for th e presen tation, reco gnition an d measure ment of the Fund ’s assets an liabi lities . The most s ignifi -
cant acco unting est imates a nd assess ments are p resente d in to the financial statements.2
Recognition and measurement
Assets are recognised in the balance sheet when it is probable as a result of a prior event that future economic
benefits will flow to the Fund, and the value of the asset can be measured reliably. Assets are derecognised in the
balance sheet when it is no longer probable that future economic benefits will flow to the Fund.
Liabilities are recognised in the balance sheet when the Fund has a legal or constructive obligation as a result of
an event prior to or on the balance sheet date, and it is probable that future economic benefits will flow out of
the Fund, and the value of the liability can be measured reliably. Liabilities are derecognised in the balance sheet
when it is no longer probable that economic benefits will have to be given up to settle the liability.
Financial assets and liabilities are recognised at fair value through profit or loss when the Fund becomes party to
the contractual provisions of the instrument. Recognition takes place on the trade date when the Fund purchases
or sells an investment under a contract whose terms require delivery of the investment within the time frame
established by the market.
Financial assets and liabilities are derecognised when the contractual rights to the cash flows from the
investments have expired or the Fund has transferred substantially all risks and rewards of ownership .
On initial recognition, assets and liabilities are measured at cost, however, investment assets are measured at fair
value on initial recognition, typically equalling cost exclusive of directly incurred expenses (direct transaction
costs). Subsequent to initial recognition, all financial assets, and financial liabilities at fair value through profit or
loss are measured at fair value. Gains and losses arising from changes in the fair value of the ‘financial assets or
financial liabilities at fair value through profit or loss’ category are presented in the statement of comprehensive
income within net increase/(decrease) in unrealised gains/(losses) from financial assets and liabilities at fair value
at fair value in the period in which they arise.
Income is recognised in the statement of comprehensive income when earned, whereas costs are recognised by
the amounts attributable to this financial period.
Foreign currency translation
The functional currency reflects the currency in which the Limited Partners have committed themselves to the
Fund as well as the currency in which the Fund pays the Fund Manager for carrying out investment related
services. Investments and loans are carried out in different currencies and hence considered less relevant in
terms of influencing the choice of functional currency. The financial statements of the Fund are presented in the
currency unit , which is the Fund’s functional and presentation currency.
On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction
date. Receivables, payables and other monetary items denominated in foreign currencies that have not been
settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange
differences that arise between the rate at the transaction date and the rate in effect at the payment date or the
rate at the balance sheet date are recognised in the statement of comprehensive income as financial income or
financial expenses.
DKK
Capidea Kapital II K/S | Notes to the financial statements 18
Statement of comprehensive income
Revenue recognition
Income from investments in portfolio enterprises comprises gains/losses from divestments, fair value changes
and received dividends and other similar types of returns from the investments.
Gains/losses from divestment of investments in portfolio enterprises are stated as the difference between the
selling price or disposal consideration and the carrying amount of the portfolio enterprises at the time of sale or
disposal, respectively.
Dividends from investments in portfolio enterprises are recognised as income when final entitlement to the
dividends is obtained, which is usually at the time of the approval of the declaring dividends by the portfolio
enterprise.
Operating income
Operating income from receivables and investments consists of un- and realised fair value adjustments,
dividends, accrued interest, net foreign exchange gains or losses related to receivables and investments and
profit or loss from the disposal of portfolio investments or receivables.
Income realised from the disposal of investments is calculated as the difference between net selling price and the
fair value at the beginning of the financial period.
Administrative expenses and other operating expenses
All expenses are recognised in the statement of comprehensive income on an accrual basis.
Administrative expenses and other operating expenses comprise expenses incurred during the reporting period
not directly related to the Fund’s investment activities. The Fund pays the Fund Manager an annual fee for
carrying out investment related activities and administration. The fee is calculated in accordance with the criteria
set out in the Limited Partnership Agreement.
Administrative expenses and other operating expenses which can be directly allocated to specific investments are
recognised in the underlying project companies when the investment structure is formally in place.
Administrative expenses and other operating expenses that do not relate to the Fund’s investment activities or is
investment specific are recognised as expense by the Fund. Such costs comprise among others financial, legal
and tax advisory, audit, bookkeeping, travel costs and General Partner fee.
Financial income and expenses
Financial income and expenses comprise interest income and various expenses, and net exchange rate
adjustments on transactions in foreign currencies.
Interest income and interest expenses are recognised on an accrual basis.
Taxation
Under current Danish law governing the Fund, it is not independently taxable because the Fund’s profit/loss for
the year is included in the Limited Partners’ taxable income.
The annual report does not include current or deferred tax due to th e corporate form of the Fund.
Capidea Kapital II K/S | Notes to the financial statements 19
Balance sheet
Investments
Financial assets and liabilities are recognised at fair value through profit or loss when the Fund becomes party to
the contractual provisions of the instrument. Recognition takes place on the trade date when the Fund
purchases or sells an investment under a contract whose terms require delivery of the investment within the time
frame established by the market.
On initial recognition, investments and receivables from investments are measured at fair value and
subsequently measured at fair value with recognition of fair value adjustments through profit or loss.
Financial assets and liabilities are derecognised when the contractual rights to the cash flows from the
investments have expired or the Fund has transferred substantially all risks and rewards of ownership.
Investments consist of equity investments and receivables from investments consist of loans. On initial
recognition the investments are measured at fair value, and subsequently measured at fair value with recognition
of fair value adjustments through profit or loss. Receivables from investments are measured at fair value through
profit or loss under IFRS 9, Financial Instruments.
The fair value is calculated equivalent to an estimated fair value that is determined based on market information,
IPEV Valuation Guidelines and generally accepted valuation techniques, including benchmarking, multiple, DCF or
other relevant methods, which are considered to provide the best estimate of the fair value.
For further information about the measurement of fair values, please refer to note .8
Carried interest
Holders of carried interest (Limited Partnership capital) receive a return on their investment that is dependent on
the yield of the underlying investments throughout the lifecycle of the Fund. The amount allocated to carried
interest is based on the principle that the investments are realized at the balance date at a price corresponding to
the estimated fair value of the assets.
The specific commitment classes in Capidea Kapital II K/S does not participate in the Limited Partnership itself
however, they perform co-invest in any Investments (including Investments in the form of provision of debt)
made by the Limited Partnership as if they invested directly through the Fund.
Except for entitlement to carried interest, the investments by the Limited Partners with specific commitment
classes are made at the same time and on the same commercial terms as the other Limited Partners, provided
that no Management Fee or carried interest are payable by those Limited Partners with specific commitment
classes.
Distributions of carried interest to the specific commitment classes are subject to provision as defined in the
Limited Partnership Agreement. Carried interest will be allocated to specific commitment classes based on the
carrying value of the investments at year end. However, distributions of carried interest are not paid to the
specific commitment classes until the sale of investments are realized.
The accumulated carried interest is allocated to equity in note and is accounted for under income from
investments in the profit and loss. If the conditions for carried interest are fulfilled the fair value of investments
are reduced by carried interest.
10
Capidea Kapital II K/S | Notes to the financial statements 20
Investments in and loans to portfolio companies
Financial assets and liabilities are recognised at fair value through profit or loss when the Fund becomes party to
the contractual provisions of the instrument. Recognition takes place on the trade date when the Fund
purchases or sells an investment under a contract whose terms require delivery of the investment within the time
frame established by the market.
On initial recognition, investments and receivables from investments are measured at fair value.
Financial assets and liabilities are derecognised when the contractual rights to the cash flows from the
investments have expired or the Fund has transferred substantially all risks and rewards of ownership.
Investments consist of equity investments and receivables from investments consist of loans. On initial
recognition, investments are measured at fair value, and subsequently measured at fair value with recognition of
fair value adjust-ments through profit or loss. Receivables from investments are measured at fair value through
profit or loss under IFRS 9, Financial Instruments.
The fair value is calculated equivalent to an estimated fair value that is determined based on market information,
IPEV Valuation Guidelines and generally accepted valuation techniques, including benchmarking, DCF or other
relevant methods, which are considered to provide the best estimate of the fair value.
For further information about the measurement of fair values, please refer to note . 10
Other receivables
Other receivables relate to the Fund’s ordinary business activities.
Other receivables are measured at amortised cost, usually equaling nominal value.
Cash and cash equivalents
Cash comprises cash in bank deposits.
Other financial liabilities
Other financial liabilities are measured at amortised cost, which usually corresponds to nominal value.
Cash flow statement
The cash flow statement of the Fund is presented using the indirect method and shows cash flows from
operating, investing and financing activities as well as the Fund’s cash at the beginning and the end of the
financial period.
Cash flows from operating activities are calculated as the operating profit/loss adjusted for non-cash operating
items and working capital changes attributable to the operating activities.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
investment.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital and
payment of distributions to the Limited Partners as well as the raising of loans and instalments on interest-
bearing debt, if any. Cash comprises cash in bank deposits.
Capidea Kapital II K/S | Notes to the financial statements 21
Financial highlights
Financial highlights are defined and calculated as below.
Ratios Calculation formula Ratios reflect
Solvency ratio (%) Equity x 100
Total assets
The Fund’s financial strength
Distributed To Paid In (DPI) The value of distributions
to investors
Contributed capital from investors
The Fund’s realisation
Significant accounting estimates, assumptions, and uncertainties2
Capidea Kapital II K/S invests in portfolio enterprises, which primarily includes equity investments and to a
smaller extent contribution of loans to development-oriented enterprises, and which may require continuous
contribution of capital. The investments are accounted for at fair value through profit or loss. When measuring
the fair value of the unlisted investments, the General Partner assesses the development stage of the portfolio
enterprises compared to the initial plans at the time of making the initial investments, future financing
requirements, commercialisation possibilities, timing of exit and possible exit values.
The fair value of each unlisted portfolio enterprise is determined in accordance with commonly used valuation
principles based on IPEV’s Valuation Guidelines, taking into account the assessment of the development stage of
the enterprise as well as its market potential and expected cash flows in order to reflect the fair value of the
portfolio enterprise in the best way possible. Methods and assumptions for determining the fair value of in-
vestments in unlisted portfolio enterprises are described in note 14.
Fair value adjustments3
2023
DKK'000
2022
DKK'000
Net increase/(decrease) in realised gains/(losses) (979) 4,614
Net increase/(decrease) in unrealised gains/(losses) (19,107) (57,862)
Fair value adjustment (20,086) (53,248)
Administrative expenses4
The Fund has no employees.
Administrative expenses include management fee for the period to , in accordance
with the Limited Partnership Agreement and management agreement. For further information about
management fee, please refer to note . Also, administrative expenses include fee to administration, audit,
advisors, organisation expenses and other professional fees.
Capidea Management ApS
15
2023
DKK'000
2022
DKK'000
Management fee 1,090 2,537
Other administrative expenses 257 295
Administrative expenses 1,347 2,832
According to Article 107 of the AIFMD Level 2 Regulation and paragraph 61 section 3 (5 and 6) of the Alternative
Capidea Kapital II K/S | Notes to the financial statements 22
Investment Fund Managers etc. Act, alternative investment funds must disclose information about the total
remuneration of the entire staff of the Fund Manager and the number of beneficiaries. Furthermore,
remuneration to material risk-takers must be disclosed.
The Fund Manager must also disclose the information necessary to provide an understanding of the risk profile
of the Fund and the measures that the Fund Manager takes to avoid or manage conflicts of interest between the
Fund Manager and the Limited Partners. The Board of Directors has adopted a remuneration policy in order to
ensure that the employees and Management are remunerated according to the Danish Executive Order on
remuneration policy and disclosure requirements on remuneration for managers of alternative investment
funds, etc.
The remuneration policy ensures, among other matters, that the following is applied in relation to remuneration
at the Fund Manager:
Promoting of sound and effective risk management, which does not encourage excessive risk-taking.
Consistency with the principles regarding the protection of the Limited Partners and measures in order to
avoid conflicts of interest.
In accordance with paragraph 61 section 3 (5 and 6) of the Alternative Investment Fund Managers etc. Act,
information regarding salaries paid to employees of the fund manager is disclosed in the Annual Report for
for and CVR no. 34453934
2023
Capidea Management ApS
The profit of the Fund is reallocated between the Limited Partners based on the ownership model. Carried
interest is paid out by the Fund during the financial period. Please refer to note for further.10
Other operating expenses5
Other operating expenses for the financial period comprise of write downs on other receivables of TDKK 522.
Financial income6
2023
DKK'000
2022
DKK'000
Interest income 858 496
Financial income 858 496
Financial expenses7
2023
DKK'000
2022
DKK'000
Interest on credit facility 683 257
Interest expenses for financiel liabilities 683 257
Capidea Kapital II K/S | Notes to the financial statements 23
Investments8
Investments
in portfolio
companies
2023
DKK'000
Investments
in portfolio
companies
2022
DKK'000
Cost at beginning of period 49,104 147,768
Divestments 0 (98,664)
Cost at end of period 49,104 49,104
Fair value at beginning of period 87,372 232,226
Distributions 53 0
Divestments 0 (90,068)
Fair value (19,107) (54,786)
Fair value at end of period 68,318 87,372
Carrying amount at end of period 117,422 136,476
Listed equity investments comprise of shares in TOPCAP X ApS (SeaChange), for which realised losses from the
sale of listed shares amounts to TDKK (979).
Capidea Kapital II K/S | Notes to the financial statements 24
Investments Corporate form Registered in
Equity
interest
Profit/(loss)
DKK'000
Equity
DKK'000
TopCap Creativ Company ApS* ApS Denmark 99.00 11,212 65,624
* The Company has not yet presented its annual report for 2023, these financial figures comprise 2022
Consistently with the accounting policies, the Fund regularly adjusts the value of the investments to the best estimate of fair value. This means that the proportionate share
of operating profit or loss for the Companies is not recognised in profit or loss of the Fund, but rather a fair value adjustment of the investment.
The methods applied by the Fund to measure investments are evident from note to the financial statements. 14
Capidea Kapital II K/S | Notes to the financial statements 25
Other receivables9
2023
DKK'000
2022
DKK'000
Other receivables 1,518 2,040
1,518 2,040
The carrying amount of receivables relates to disbursements on behalf of investments.
Limited partnership capital10
2023
DKK'000
2022
DKK'000
Limited Partners’ contribution at beginning of year (391,117) (189,531)
Contributions from Limited partners 1,090 2,537
Distributions to Limited partners 0 (204,123)
Limited Partners’ contribution at end of year (390,027) (391,117)
The limited partners’ contributions are not divided into classes. Special rights (carried interest rights) are
attached to the distribution of dividends from the enterprise when the total realised gains of the enterprise
exceed an agreed minimum interest rate of 8% p.a. of the cash injections of the Limited Partners. The calculation
is made according to the so-called ”European Waterfall” method.
Other payables11
2023
DKK'000
2022
DKK'000
Other payables 775 189
Payable to Fund Manager 178 178
Other payables 953 367
The carrying amount of payables relates to legal fees, auditor’s fees, travel costs etc. The amount recognised is
equal to the fair value of the liabilities.
Other payables fall due for payment within 12 months.
Capidea Kapital II K/S | Notes to the financial statements 26
Financial instruments12
Categories of financial instruments:
2023
DKK'000
2022
DKK'000
Equity investments 117,922 137,955
Financial assets measured at fair value through profit or loss 117,922 137,955
Other receivables 1,518 2,040
Receivables measured at amortised cost 1,518 2,040
Other payables 953 367
Financial liabilities measured at amortised cost 953 367
All financial liabilities are due for payment within 12 months.
Financial risk management13
The General Partner is ultimately responsible for the overall risk management within the Fund but has delegated
the responsibility to the Fund Manager.
The Fund pursues an investment strategy approved by the Limited Partners and invests in small and mid-sized
Danish enterprises.
The Fund’s risk management processes include identification, measurement, monitoring, reporting and
mitigation of the identified risks to minimise the potential negative effects at fund level.
The Fund continuously manages and reduces risks by:
in-depth business, technical, financial and legal due diligence before an investment is made;
the conclusion of shareholder agreements in order to ensure the best possible protection and freedom of
action of the Fund;
continuous close monitoring of portfolio companies and active ownership.
Key financial risk factors and exposure regarding the financial statements for can be categorised as follows:2023
Capidea Kapital II K/S | Notes to the financial statements 27
Financial risk factors
Liquidity risks
Less than 1
year
DKK'000
Between 1
year and 5
years
DKK'000
After 5 years
DKK'000
Total
DKK'000
Other payables 953 0 0 953
31.12.2023 953 0 0 953
Less than 1
year
DKK'000
Between 1
year and 5
years
DKK'000
After 5 years
DKK'000
Total
DKK'000
Other payables 367 0 0 367
31.12.2022 367 0 0 367
The Fund manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing
facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities. In addition, the Fund is able to draw on uncalled commitments from its investors to
meet its obligations if needed. In addition, no indication of the Limited Partners' inability to contribute the
remaining fund commitment exists as well as future income from in-vestments is expected to settle the
outstanding amount.
Credit risks
In some cases, the Fund can provide loans to its portfolio enterprises, but has not. These loans are considered
part of the investments and are, therefore, not considered to represent a separate credit risk, but are rather con-
sidered being part of the total investment risk and risk relating to determining a fair value of the investments.
In some cases, the Fund has receivables from the sale of investments. Typically, the payment is secured by the
buyer depositing the receivable on escrow accounts in accepted credit institutions, and, therefore, the credit risk
is considered limited. At 31 December 2023, the Fund has not been exposed to any credit risks.
Interest rate risk
The risk related to the interest rate implies that the portfolio enterprises work with loan capital and are thus af-
fected by the interest rate level. An increase in interest rate level constitutes a potential risk for the fair value of
the investments.
Financial instruments measured at fair value14
The fair values of the individual investments are calculated on the basis of methods that best reflect
individual investment risks, life cycle, and industry conditions. Generally applicable, the fair value is calculated
in accordance with IPEV valuation guidelines and accepted valuation methods, including multiple
analysis/benchmarking or other relevant methods
The fair value of the investments is measured on a quarterly basis, or more frequently if significant changes
Capidea Kapital II K/S | Notes to the financial statements 28
occur.
The Fund Manager has implemented procedures and methodology to ensure that the valuation is carried out
consistently over time and across investments.
Methods applied in and assumptions underlying the determination of fair values of investments
The fair value of each investment and receivables from investments has been estimated by applying methods
that best reflect the risks and the stage of each investment, e.g., assumptions related to power prices, inflation
rates, technical availability and discount rate.
In general, the fair value is determined in accordance with IPEV Valuation Guidelines and generally accepted
valuation techniques, including DCF models, benchmarking or other relevant methods. However, for projects
which are before financial close, cost, including capitalised development costs, is considered the best estimate for
fair value. The valuation approach incorporates all of the factors that market participants would take into account
in pricing a transaction, such as cash flows, discount rates and yield curves assumptions.
The valuation of equity investments and receivables from investments is based on the same methods, as equity
investments and receivables from investments are exposed to the same risks.
Peer group multiple
The peer-group multiple method uses comparable companies where market value and earnings are known. On
this basis, a market level for primarily e.g. EV/EBITDA is calculated for the comparable companies.
The calculated EV /EBITDA is then capitalised on the basis of a normalised EBITDA for the individual portfolio
companies which, by adjustment for net interest-bearing debt, yield the value of the investments.
In using the method, the Fund assesses which multiples can be used and assesses the determination of normal
earnings in the portfolio companies, including assessing the sensitivity of the values when changing the model's
variables.
Transaction multiple
At the transaction date, a transaction multiple is calculated based on the transaction value and the earnings at
the transaction date (EBITDA). The multiple is only changed when there are significant changes in the sur-
roundings of the companies, for example, industry conditions and micro- and macro-economic conditions, which
are expected to be of a long-term nature. The portfolio company's expected earnings are adjusted periodically on
the basis of underlying budgets, and an expected increase in future earnings may increase the valuation of the
portfolio companies.
In certain cases, when applying a transaction multiple analysis, comparable business transactions are al-so
assessed to identify which multiples would be relevant at a hypothetical sale of the Fund's portfolio companies at
the end of the accounting period.
Description of the valuation process
The valuation process is carried out in connection with the preparation of internal reporting to investors and in
connection with the preparation of the Fund's annual report. The valuation assesses the portfolio in-vestments at
the end of the accounting period and must reflect the fair value of each portfolio company, based on reasonable
valuation methods and assumptions.
Capidea Kapital II K/S | Notes to the financial statements 29
Individual investments are assessed separately at the end of the accounting period and are in most cases
assessed on the basis of the market situation as follows: (i) determination of the Enterprise Value (EV) estimated
on the basis of a hypothetical sale of the investment at the time of the balancesheet date, based on one or more
of the valuation methods mentioned above, and (ii) calculation of the value of the equity investment by adjusting
EV for net debt and NWC adjustments as well as any equity related waterfall structures.
Fair value hierarchy for financial instruments measured at fair value in the balance sheet
Below, financial instruments measured at fair value are classified using the fair value hierarchy:
Quted prices in active markets for identical instruments (Level 1)
Qoted prices in active markets for similar assets or liabilities or other valuation methods under which all
material inputs are based on observable market data (Level 2)
Valuation techniques under which any material inputs are not based on observable market data (Level 3)
All investments are classified as Level 3 investments and there have not been any transfers between the levels
during the financial year.
Material unobservable inputs for Level 3
Financial instruments measured at fair value in the balance sheet are based on valuation techniques that include
material unobservable input. Material unobservable inputs mean in this context that the valuation is dependent
on a return requirement that contains a number of components that cannot be observed on trading markets, for
example project-specific risks and illiquidity prices.
Level 1
DKK'000
Level 2
DKK'000
Level 3
DKK'000
Total
DKK'000
2023
Unlisted shares, equity investments 0 0 117,422 117,422
Financial assets measured at fair value
through profit or loss
0 0 117,422 117,422
Level 1
DKK'000
Level 2
DKK'000
Level 3
DKK'000
Total
DKK'000
2022
Unlisted shares, equity investments 0 0 136,476 136,476
Listed shares, equity investments 1,479 0 0 1,479
Financial assets measured at fair value
through profit or loss
1,479 0 136,476 137,955
Material unobservable inputs
Fair value of the assets is determined based on both forward-looking information, current market and
geopolitical conditions, actuals e.g., contributions and distributions etc. as well as status on the specific assets.
Valuations are conducted by an independent inhouse valuation expert team and approved quarterly in the
Capidea Kapital II K/S | Notes to the financial statements 30
Valuation Committee and subsequently by the Board of Directors as part of the quarterly report. A number of
material unobservable input is applied in the valuation and is ongoingly assessed on a on a Fund specific level. An
elaboration of the assessed material unobservable inputs is outlined below.
Sensitivity analysis
The fair value of the Fund’s investments is affected by developments in the applied discount rate and future
earnings expectations for these investments. A decline or increase in the material unobservable inputs stated
above and changes in macroeconomic conditions might have a direct effect on the valuation of the investments.
Due to the nature of the investments the effects are subject to some uncertainty, as other factors can in some
scenarios have a reverse effect. It is the assessment that any reverse effect will be immaterial. The approximately
impact on Fund NAV is calculated by altering one input at a time and rerun the model. No sensitivity analysis has
been made for investments where management has assessed the cost price as the best estimate of fair value.
Portfolio sensitivity Variable change in input
Approximately
impact on Fund
A reduction in the applied valuation
multiples
(- 1x) (31) MDKK
The inputs above are considered the most material unobservable input due to the nature of the investments.
Related parties15
Related parties with a controlling interest
The Limited Partnership has no investors or related parties with a controlling interest.
Related party transactions
2023
DKK'000
2022
DKK'000
The General Partner receives a fee for its obligation towards
as per limited partnership agreement
Capidea Kapital II
K/S
Payment to the General Partner 70 70
Fund Manager (the Fund Manager) is considered a related party of the Fund
due to its role as being Fund Manager
Management fee 1,020 2,467
Accrued interest on Escrow due to Co-investor, Capidea Invest II
Investment fee 681 0
Management fee is calculated as a percentage of the total committed capital to the Fund.
Contingent liabilities16
There are no guarantees or contingent liabilities of the Fund.
No provisions for expected credit loss have been recognised. Please refer to note for further. 13
Capidea Kapital II K/S | Notes to the financial statements 31
Investors17
The Limited Partnership has registered the following Limited Partner as holding more than 5% of the voting rights
or nominal value of the contributed capital:
Limited Partner Residence Ownership percentage
Dansk Vækstkapital K/S Gentofte 49.50
Nordea Bank Danmark A/S København 13.70
Velliv, Pension & Livsforsikring A/S Ballerup 10.30
Events after the balance sheet date18
No events have occurred after the balance sheet date to this date which would influence the evaluation of this
annual report.
Authorisation of the annual report for issue19
At the meeting held on 06 February 2024 the General Partner authorised this annual report for issue on 06
February 2024.
The annual report will be presented to the limited partners of the Fund for approval at the Annual General
Meeting on 25 April 2024.