410640722024-01-012024-12-31410640722024-12-31410640722023-12-31fsa:ContributedCapitalMember410640722023-12-31fsa:SharePremiumMember410640722023-12-31fsa:RetainedEarningsMember410640722023-12-31fsa:ProposedExtraordinaryDividendRecognisedInEquityMember410640722023-12-31410640722024-01-012024-12-31fsa:RetainedEarningsMember410640722024-01-012024-12-31fsa:ProposedExtraordinaryDividendRecognisedInEquityMember410640722024-12-31fsa:ContributedCapitalMember410640722024-12-31fsa:SharePremiumMember410640722024-12-31fsa:RetainedEarningsMember410640722024-12-31fsa:ProposedExtraordinaryDividendRecognisedInEquityMember410640722024-01-012024-12-31cmn:ConsolidatedMemberfsa:LiquidationAccountMember410640722024-01-012024-12-31cmn:ConsolidatedMember410640722024-01-012024-12-31cmn:ConsolidatedMember1410640722024-01-012024-12-31cmn:ConsolidatedMember1410640722024-12-31cmn:ConsolidatedMember410640722023-12-31cmn:ConsolidatedMemberfsa:ContributedCapitalMember410640722023-12-31cmn:ConsolidatedMemberfsa:SharePremiumMember410640722023-12-31cmn:ConsolidatedMemberfsa:ReserveForNetRevaluationAccordingToEquityMethodMember410640722023-12-31cmn:ConsolidatedMemberfsa:RetainedEarningsMember410640722023-12-31cmn:ConsolidatedMemberfsa:ProposedExtraordinaryDividendRecognisedInEquityMember410640722024-01-012024-12-31cmn:ConsolidatedMemberfsa:RetainedEarningsMember410640722024-01-012024-12-31cmn:ConsolidatedMemberfsa:ProposedExtraordinaryDividendRecognisedInEquityMember410640722024-01-012024-12-31cmn:ConsolidatedMemberfsa:ReserveForNetRevaluationAccordingToEquityMethodMember410640722024-12-31cmn:ConsolidatedMemberfsa:ContributedCapitalMember410640722024-12-31cmn:ConsolidatedMemberfsa:SharePremiumMember410640722024-12-31cmn:ConsolidatedMemberfsa:ReserveForNetRevaluationAccordingToEquityMethodMember410640722024-12-31cmn:ConsolidatedMemberfsa:RetainedEarningsMember410640722024-12-31cmn:ConsolidatedMemberfsa:ProposedExtraordinaryDividendRecognisedInEquityMember410640722023-12-31cmn:ConsolidatedMemberfsa:EquityAttributableToParentMember410640722023-12-31cmn:ConsolidatedMemberfsa:MinorityInterestsMember410640722023-12-31cmn:ConsolidatedMember410640722024-01-012024-12-31cmn:ConsolidatedMemberfsa:EquityAttributableToParentMember410640722024-01-012024-12-31cmn:ConsolidatedMemberfsa:MinorityInterestsMember410640722024-12-31cmn:ConsolidatedMemberfsa:EquityAttributableToParentMember410640722024-12-31cmn:ConsolidatedMemberfsa:MinorityInterestsMember410640722023-01-012023-12-31410640722023-01-012023-12-31cmn:ConsolidatedMember410640722022-12-31cmn:ConsolidatedMemberiso4217:DKK41064072ÅrsrapportThere are special dividend rights attached to specific share classes. The contributed capital for the group is
divided into A-B2 shares.The share capital is not divided into share classes.
202401240003174000226000The Executive Board has today considered and approved the annual report of CI Capital 3 ApS for the financial year 01.01.2024 - 31.12.2024. -124000-3174000-226000The annual report is presented in accordance with the Danish Financial Statements Act.63900061437000554000In my opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2024 and of the results of their operations and the consolidated cash flows for the financial year
01.01.2024 - 31.12.2024.510001159700035000I believe that the management commentary contains a fair review of the affairs and conditions referred to therein.254000104453000628000I recommend the annual report for adoption at the Annual General Meeting.3120004909000-265000Copenhagen-700041040000Torben Poul Bender319000165300000-265000To the shareholder of CI Capital 3 ApS238840001810400023881000We have audited the consolidated financial statements and the parent financial statements of CI Capital 3 ApS for the financial year 01.01.2024 - 31.12.2024, which comprise the income statement, balance sheet, statement of changes in equity and notes, including a
summary of significant accounting policies, for the Group as well as the Parent, and the consolidated cash flow statement. The consolidated financial statements and the parent financial statements
are prepared in accordance with the
Danish Financial Statements Act.
In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2024 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2024 - 31.12.2024 in accordance
with the Danish Financial Statements Act.2294700014719600034371000We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional
requirements
applicable in Denmark. Our responsibilities under those standards and requirements are further
described in the "Auditor’s responsibilities for the audit of the consolidated financial statements and the parent financial statements" section of this auditor’s
report. We are independent of the Group in accordance
with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.468310008995900058252000Management is responsible for the preparation of consolidated financial statements and parent financial statements that give a true and fair view in
accordance
with the Danish Financial Statements Act, and for such internal control as Management determines
is necessary to enable the preparation of consolidated financial statements and parent financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements and the parent financial statements, Management is responsible for assessing the Group's and the Entity’s ability to continue
as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going concern basis of accounting in preparing the consolidated financial statements and the parent financial statements unless Management either intends to liquidate
the Entity or to cease operations, or has no realistic alternative but to do so.4683100041905300058252000Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these consolidated financial statements and parent financial statements.
As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:Identify and assess the risks of material misstatement of the consolidated financial statements and the parent financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk ofnot detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group's and the Entity’s internal control.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by Management.Conclude on the appropriateness of Management’s use of the going concern basis of accounting in
preparing the consolidated financial statements and the parent financial statements, and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Entity’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the consolidated financial statements and the parent financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Group and the Entity to cease to continue as a going concern.Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the disclosures
in the notes, and whether the consolidated financial statements and the parent financial statements represent the underlying transactions and
events in a manner that gives a true and fair view.Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the consolidated financial statements and the parent financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.05500001915300032900018906000216000Management is responsible for the management commentary.
Our opinion on the consolidated financial statements and the parent financial statements does not cover the management commentary, and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements and the parent financial statements, our responsibility is to read the management
commentary and, in doing so, consider whether the management commentary is materially inconsistent with
the consolidated financial statements and the parent financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
Moreover, it is our responsibility to consider whether the management commentary provides the information
required by relevant law and regulations.Based on the work we have performed, we conclude that the management commentary is in accordance with
the consolidated financial statements and the parent financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary.232900052846800032755000265800052846800052124000Copenhagen1262900099838000775000Bill Haudal Pedersen152870009983800052899000mne301316211800020829000111151000State Authorised Public Accountant4000012066700040000Financial highlights2024
DKK'0002023
DKK'000Key figuresGross profit/loss(6,316)(3,174)Operating profit/loss(6,316)(3,174)Net financials308,07295,440Profit/loss for the year435,486147,196Balance sheet total1,057,900649,135Equity1,035,263624,433Equity excl. minority interests826,956598,607RatiosReturn on equity (%)54.2146.48Equity ratio (%)94.9295.84In compliance with the Danish Financial Statements Act, the management commentary within the inaugural group financial statements provides financial highlights for only two years, as permitted by the regulations.Financial highlights are defined and calculated in accordance with the current version of "Recommendations &
Ratios" issued by the CFA Society Denmark.
Due to a change in accounting class from class B to class C medium, the Annual Report does not include the comparable amounts and reations for the years preceding 2023.
The financial highlights provided above pertain to the group as a whole rather than the stand-alone parent entity.Return on equity (%):Profit/loss for the year * 100
Average equityEquity ration (%)Equity * 100
Balance sheet total2380100064913500023801000Primary activitiesThe primary activity of CI Capital 3 ApS is to be an investment company, holding shares in subsidiaries, associatesand other participating interests as well as other financial investments.362060004000011285000Development in activities and financesThe group has realized a profit for 2024 of DKK 436m which is considered satisfactory and in line with expectations. The profit for 2024 is significantly higher than 2023 driven by results from investments in associates and other participating interests, including from the shareholding in CIP Holding P/S, as well as non-recurring income from an earn-out agreement related to a divestment in prior years. Management is committed to continue investing in the CIP fund structure and other external investments.600470002380100035126000Profit/loss for the year in relation to expected developmentsThe Group has achieved increased profit compared to 2023, driven by the earn-out agreement, which was in line with expectations.0887410006526000OutlookManagement expects 2025 to be another strong year with continued investment activities. Profits are expected to be lower than 2024 that was impacted by non-recurring income. Expected profit for 2025 for the group is forecasted in the range of DKK 70-100m, depending mainly on outcome of results from investments in associates and other participating interests.94300048602500069260000Events after the balance sheet dateNo events have occurred after the balance sheet date to the date of approving the annual report for 2024, which in management’s view would materially influence the evaluation of this annual report.
4500005986070001500006316000631000258260000-631600047000624433000890001747600002071000363500076025000730200020710008200007602500030888900062118000648000111151000001682100040000817000319000277800023801000483818000247020003620600048332000247020000435486000649135000248855000-1281630000603934000-1313370002465600059300010445300024656000273530004104000-249210008807350001810400024656000880735000-4909200036900030736000400003690001159700023801000176796000011285000177165000-19139000010579000006823100040000550000023801000-55000001 Events after the balance sheet dateNo material events have occurred after balance sheet date, which would influence the evaluation of this annual report.247385000-737310002 Proposed distribution of profit and loss2024
DKK'0002023
DKK'000Extraordinary dividend distributed in the financial year24,6560Retained earnings(24,921)319(265)319555730000945600002465600082695600020829000-24921000208307000010352630001471960003 EmployeesThe Group has no employees other than the Executive Board. The Executive Officers have not received any
remuneration.65260004 Contingent liabilitiesUndrawn Commitment
The Entity has made seven commitments in seven diffrerent investment protfolio companies.
Commitments are made in DKK, USD and EUR where total comitments is as follows;
The commitment amount in DKK is 7,500 thousand and uncalled commitment in DKK is 4,281 thousand.
The commitment amount in USD is 1,112 thousand and uncalled commitment in USD is 647 thousand.
The commitment amount in EUR is 4,310 thousand and uncalled commitment in EUR is 1,815 thousand.
The Entity serves as administration entity in a Danish joint taxation arrangement. According
to the joint taxation provisions of the Danish Corporation Tax Act, the
Entity is therefore liable for income taxes etc. for the jointly taxed entities, and for obligations, if any, relating to
the withholding of tax on interest, royalties and dividend for the jointly taxed entities.
There are no other guarantees or contingent liabilities of the Entity.05 Assets charged and collateralThe Entity has collateralised its shares in CIP MidCo 3 ApS as security for any obligation that CIP MidCo 3
ApS has or may have towards a credit institution.1500006 Transactions with related partiesOnly related party transactions not conducted on an arm’s length basis are disclosed in the financial statements. All related party transactions during the financial year have been conducted on an arm’s length basis.
15060000Investments in group enterprisesInvestments in group enterprises are measured at cost. Investments are written down to the
lower of recoverable
amount and carrying amount.901000226370002263700010579000004000023801000887410004860250000024656000-16116000161160001747600005358900024656000400002380100024738500055573000005986070002582600024656000024656000000253005000182481000826956000208307000974040009108800030888900081700048332000350828000193371000730200015864000-170205000-18062300024656000-246560001559670001767960001 Events after the balance sheet dateNo material events have occurred after balance sheet date, which would influence the evaluation of this annual report.2 Other financial incomeThe group entered into an earn-out agreement when divesting shares in Copenhagen Infrastructure Partners Holding P/S. Under the agreement CIP Holding 3 is fully committed to reinvest the proceeds in future fundraising of new CIP funds. Other financial income primarily comprises amounts from this transaction.3 Proposed distribution of profit/loss2024
DKK'0002023
DKK'000Extraordinary distributions made in the financial year24,6560Retained earnings410,830147,196435,486147,196246560004108300004 Financial assetsInvestments in associatesDKK'000Investments in participating interestsDKK'000Receivables from participating interests DKK'000Other investmentsDKK'000Cost beginning of year1,060419,05355018,906Additions0184,881438,447Cost end of year1,060603,93459327,353Revaluations beginning of year88,899000Share of profit/loss for the year174,760000Dividend(15,864)000Revaluations end of year247,795000Carrying amount end of year248,855603,93459327,353
AssociatesRegistered inOwnership
%CIP Holding P/SDenmark14.00Investments in participating interestsRegistered inOwnership
%EquityDKK'000Profit/lossDKK'000CI Capital InvestCo ApSDenmark25.001,647,58622,455 CIV II 2014 K/S Denmark7.6512,26390,908CII HoldCo Ltd. United Kingdom12.08329,98711,860Asen 2 ApSDenmark18.7226,977558SP GP Interests Holding ApSDenmark20.0061,737(36)CI IV Sponsor Investor K/SDenmark5.96229,656(6,259)Asen 6 ApSDenmark20.0038,232(61)ASEN-PI K/SDenmark12.2582,25042CIV III 2017 K/SDenmark4.4556,873(2,364)NREP NSF III Investco 67ANorway16.6721,620176Asen 5 ApSDenmark22.2216,307(32)Asen 3 ApSDenmark33.339,709(49)CI NMF I CIV K/SDenmark4.333,722,039301,479Asen 4 ApSDenmark20.0049,45039,554Asen 7 ApSDenmark20.007,915(32)Asen 8 ApSDenmark25.002,6937Asen 9 ApSDenmark25.002,610134Based on unaudited financial statements as at 31.12.2024 or latest available reporting. The group has a total of 33 investments in participating interests. In order not to obscure other relevant information in the financial statements, Management has decided to list the most significant ones. CI Capital InvestCo ApS presents its annual report in EUR. An exchange rate of 7.46 has been used for conversion.CII HoldCo Ltd presents its annual report in GBP. An exchange rate of 8.99 has been used for conversion. CI NMF ICIV K/S presents its annual report in USD. An exchange rate of 7.14 has been used for conversion. NREP NSF III Investco 67A presents its annual report in NOK. An exchange rate of 0.66 has been used for conversion.5 Changes in working capital2024
DKK'0002023
DKK'000Increase/decrease in receivables69,144(91,411)Increase/decrease in trade payables etc.28,260(36,752)97,404(128,163)6 EmployeesThe Group has no employees other than the Executive Board. The Executive Officers have not received any
remuneration.7 Contingent liabilitiesUndrawn commitmentThe group has made 14 commitments in 14 different investment portfolio companies through its subsidiaries.Commitments are made in DKK , USD and EUR where the total commitment is as follows:
The commitment amount in DKK is 19,013 thousand and uncalled commitment in DKK is 7,434 thousand.
The commitment amount in USD is 1,112 thousand and uncalled commitment in USD is 647 thousand.The commitment amount in DKK is 19,013 thousand and uncalled commitment in DKK is 7,434 thousand.
The Group has no other contingent liabilities or assets, which can affect the Company’s financial position.8 Assets charged and collateralThe group has collateralised its shares in CIP MidCo 3 ApS as security for any obligation that CIP MidCo 3
ApS has or may have towards a credit institution and has collateralised its shares in CIP Holding 3 ApS as security for any obligation that CIP Holding 3
ApS has or may have towards a credit institution.9 Transactions with related partiesOnly related party transactions not conducted on an arm’s length basis are disclosed in the financial statements.
All related party transactions during the financial year have been conducted on an arm’s length basis.
10 SubsidiariesRegistered inCorporate
formOwnership
%Equity
DKK'000Profit/loss
DKK'000CIP Midco 3 ApsDenmarkApS70.00787,230395,461Asen Holding 3
ApS
DenmarkApS70.0082,16742CIP Holding 3 ApS
DenmarkApS70.00257,338437,847NMF Brazil GP ApSDenmarkApS100.00438The above amounts are based on audited financial statements as at 31.12.2024 or latest available reporting. This annual report has been prepared in accordance with the provisions of the Danish Financial Statements Act
governing reporting class C enterprises (medium).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year.Reporting currency is Danish kroner (DKK).Reporting currency is Danish kroner (DKK).Recognition and measurementAssets 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 Entity, and the value of the asset can be measured reliably.
Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a
result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the
value of the liability can be measured reliably.
On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial
recognition is effected as described below for each financial statement item.
Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm
or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and
measurement.
Income is recognised in the income statement when earned, whereas costs are recognised by the amounts
attributable to this financial year.Consolidated financial statementsThe consolidated financial statements comprise the Parent and the group enterprises (subsidiaries) that are controlled by the Parent. Control is achieved by the Parent, either directly or indirectly, holding more than 50% of the voting rights or in any other way possibly or actually exercising controlling influence.
Basis of consolidationThe consolidated financial statements are prepared on the basis of the financial statements of the Parent and its subsidiaries. The consolidated financial statements are prepared by combining uniform items. On consolidation, intra-group income and expenses, intra-group accounts and dividends as well as profits and losses on transactions between the consolidated enterprises are eliminated. The financial statements used for consolidation have been prepared applying the Group’s accounting policies.
Subsidiaries’ financial statement items are recognised in full in the consolidated financial statements.
Investments in subsidiaries are offset at the pro rata share of such subsidiaries’ net assets at the takeover date, with net assets having been calculated at fair value.Other external expensesOther external expenses include expenses relating to the Entity’s ordinary activities.Income from investments in associatesIncome from investments in associates comprises the pro-rata share of the individual
associates’
profit/loss after pro rata elimination of intra-group profits or losses.Income from investments in participating interestsIncome from investments in participating interests comprises dividend etc. received from the individual
participating interests in the financial year.Other financial incomeOther financial income comprises primarily of the income from the earn-out, interest income, and net exchange rate adjustments on transactions in foreign
currencies. Impairment losses on financial assetsImpairment losses on financial assets comprises impairment losses on financial assets which are not measured
at fair value on a current basis.Other financial expensesOther financial expenses comprise interest expenses and net exchange losses on transactions in foreign
currencies.Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the
income statement by the portion attributable to the profit for the year and recognised directly in equity by
the
portion attributable to entries directly in equity.Investments in associatesInvestments in associates are recognised and measured according to the equity method. This means that investments are measured at the pro rata share of the associates' equity value.amount.Investments in participating interestsInvestments in participating interests are measured at cost. Investments are written down to the
lower of recoverable amount and carrying amount.ReceivablesReceivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and
doubtful debts.Other investmentsUnlisted equity investments measured at the lower of cost and net realisable value.Tax payable or receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's
taxable income, adjusted for prepaid tax.CashCash comprises bank deposits.DividendDividend is recognised as a liability at the time of adoption at the general meeting. Proposed dividend for
the financial year is disclosed as a separate item in equity. Extraordinary dividend adopted in the financial
year is recognised directly in equity when distributed and disclosed as a separate item in Management's
proposal for distribution of profit/loss.Minority interestsOn initial recognition, minority interests are measured at the minority interests’ share of the acquiree’s net assets measured at fair value. No goodwill related to the minority interests’ equity interests in the acquiree is recognised.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.Cash flow statementThe cash flow statement shows cash flows from operating, investing and financing activities, and cash
and cash equivalents at the beginning and the end of the financial year.
Cash flows from operating activities are presented using the indirect method and calculated as the operating
profit/loss adjusted for non-cash operating items, working capital changes and taxes paid.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs, and payment of dividend.
Cash and cash equivalents comprise cash.The cash flow statement shows cash flows from operating, investing and financing activities, and cash
and cash equivalents at the beginning and the end of the financial year.
Cash flows from operating activities are presented using the indirect method and calculated as the operating
profit/loss adjusted for non-cash operating items, working capital changes and taxes paid.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs, and payment of dividend.
Cash and cash equivalents comprise cash.trueGrundlag for konklusionKonklusion2025-06-242025-06-2433963556Deloitte Statsautoriseret RevisionspartnerselskabRevisionspåtegningRegnskabsklasse C, mellemstor virksomhed2023-12-312023-01-0133963556Weidekampsgade 6Deloitte Statsautoriseret Revisionspartnerselskab2300 København S2024-12-312024-01-01CI Capital 3 ApS41064072ÅrsrapportKøbenhavn S23006WeidekampsgadeCopenhagenNordhavn21501218Gdanskgade2025-06-24Josephine Uhrbrand