SVG Diamond Holdings II Limited Audited ﬁnancial Statements for the Year Ended 30 September 2011

9738 SVG Diamond II Holdings A&R:9738 SVG Diamond Holdings II A&R 27/1/12 11:29 Page i

SVG Diamond Holdings II Limited Audited ﬁnancial statements For the year ended 30 September 2011

Job No.: Proof Event: Park Communications Ltd 9738 6 Alpine Way London E6 6LA Customer: Project Title: T: F: SVG Annual Report 30 Sept 2011 020 7055 6500 020 7055 6600 9738 SVG Diamond II Holdings A&R:9738 SVG Diamond Holdings II A&R 27/1/12 11:29 Page ii

Company information

Contents Directors Company information ii Elizabeth Ann Mills Investment adviser’s report 01 Peter John Richardson 20 largest investments 06 Investment adviser Directors’ report 08 SVG Advisers Limited Independent auditors’ report 09 61 Aldwych Profit and loss account 10 London WC2B 4AE Statement of total recognised gains and losses 10 Advisory committee Balance sheet 11 John McLachlan (Chairman) Statement of changes in net assets Jeffrey Hodgman attributable to holders of preferred equity shares 12 Sam Robinson Cash flow statement 13 Andrew Sykes Notes to the financial statements 14 James Witter Portfolio administrator, trustee, cash manager and custodian The Bank of New York Mellon (Ireland) Limited Hanover Building Windmill Lane Dublin 2 Issue and paying agent Bank of New York Mellon North America – London Branch One Canada Square London E14 5AL Corporate service provider and company secretary Structured Finance Management Offshore Limited 47 Esplanade St Helier Jersey JE1 0BD Registered office 47 Esplanade St Helier Jersey JE1 0BD Solicitors White & Case 7-11 Moorgate London EC2R 6HH Independent auditors Ernst & Young LLP 1 More London Place London SE1 2AF General enquiries SVG Advisers Charlotte Edgar [email protected] +44 207 010 8900

Investment adviser’s report

SVG Diamond Holdings II Limited and SVG Diamond Private One key development in the year was the implementation of a Equity II plc (together “SVG Diamond II” or the “Fund”) were new interest rate hedging strategy. In September 2011, the early established to provide investors with an enhanced exposure to a termination of the original interest rate swaps was successfully diversified portfolio of private equity funds. SVG Diamond II closed executed (for zero cost) and replaced with interest rate caps. As a on 22 February 2006 having raised €325.0 million of rated notes result of these transactions the weighted average cost of debt has (“Notes”) and preferred equity shares representing commitments of been reduced from 5.93% to 3.51% resulting in a significant €175.0 million. interest cost saving of up to circa €18 million 3 over the next 30 months. Overview Highlights We are pleased with SVG Diamond II’s performance over the 12 months to 30 September 2011. The Fund has reported an • SVG Diamond II reported an increase in NAV of 31% over the increase in net asset value (“NAV”) of 31% over the year driven by financial year – the Fund had an NAV of €101.6 million at the returns from the underlying portfolio as well as the enhancing 30 September 2011 which equates to an NAV per share of effect of the Fund’s leverage. In aggregate, the NAV has increased €0.58 (2010: €0.44) by €24.1 million to €101.6 million which equates to an NAV per • The underlying portfolio of funds has reported a positive total share of €0.58 at 30 September 2011 (30 September 2010: €0.44). return of 10% over the financial year largely driven by 30 September 30 September continued earnings and revenue growth at the underlying 2011 2010 portfolio company level Value of investment portfolio €429.0m €391.8m • The performance of the mezzanine portfolio continues to improve as the funds have continued to deleverage and Other liabilities (€2.0)m (€4.8)m strengthen their balance sheets, significantly reducing Net loan notes (€325.4)m (€309.5)m impairment risk. Following strong exit and refinancing activity in the first half of 2011, the fund has received distributions of NAV €101.6m €77.5m €9.2 million from its mezzanine fund investments over the Shares in issue 175.0m 175.0m financial year to end September 2011 NAV per share €0.58 €0.44 • New interest rate hedging strategy implemented: early termination of interest rate swaps (for zero cost) and Total return on NAV over the 12 months 31% 72% replacement with interest rate caps reducing the weighted Although the Fund remains behind its original projections, having average cost of debt from 5.93% to 3.51% and creating been severely impacted by the global economic environment interest cost savings of up to circa €18 million 3 over the next towards the end of 2008, it is encouraging to see SVG Diamond II’s 30 months. This means SVG Diamond II will now benefit from NAV improving over the year to 30 September 2011 and current low floating interest rates, but with the reassurance continuing to restore investor value. that, should rates rise, it will never pay more interest than what it would have under the original interest rate swaps The underlying portfolio funds reported nine consecutive quarters of growth to end June 2011. However, the fall in public markets in • At 30 September 2011, SVG Diamond II had current total 4 5 Q3 2011 adversely impacted portfolio valuations in the final commitments of €574.8 million to a portfolio of 74 funds 6 quarter of the financial year to September 2011. Despite this, the (607 portfolio companies ) and a portfolio valuation of portfolio reported a positive total return of 10% over the twelve €429.0 million month period. This return has largely been driven by continued • Unfunded commitments have reduced to €115.7 million at revenue and earnings growth at the underlying portfolio company 30 September 2011 (30 September 2010: €168.6 million) level which has been further amplified by the successful • SVG Diamond II’s liquidity position has continued to implementation of cost saving measures. However, we remain strengthen and its unfunded commitments are fully covered mindful of the impact that market volatility can have on by cash balances and a cash collateralised liquidity facility 2 comparable valuation multiples and forward earnings growth. • There has been a significant increase in the pace of portfolio In addition to the increase in portfolio value, SVG Diamond II company exits with SVG Diamond II receiving €73.3 million 1 received significant distributions of €73.3 million 1 of distributions from the portfolio funds over the year (2010: €37.1 million 1) from the underlying General Partners (12 months to 30 September 2010: €37.1million 1). Since (“GPs”) during the financial year driven mostly by the US focused inception, SVG Diamond II has received total distribution portfolio funds and furthermore, some large exits in the secondary proceeds of €217.4 million 1 portfolio. This outweighed calls of €63.5 million, reflecting the • The pace of new investments made by the underlying maturity of the portfolio. As a result, the Fund’s liquidity position portfolio funds has increased with 75 new companies being has significantly strengthened over the year and it is encouraging added to the portfolio 6. The Fund paid calls of €63.5 million to report that all uncalled commitments of €115.7 million are now over the year to 30 September 2011 (12 months to fully covered by cash and the available liquidity facility 2. (As at 30 September 2010: €49.5 million) 30 September 2010, 76% of the Fund’s uncalled commitments were covered by available cash balances and the cash collateralised liquidity facility 2).

3 Based on yield curves as estimated by SVG Advisers Limited as at 30 September 2011 4 Current total commitments equals funded commitments plus unfunded commitments 1 Including income distributions 5 Excludes realised fund BC European Fund VI 2 AIG funded SVG Diamond II’s liquidity standby reserve account on 7 October 2008. 6 All portfolio company information is as of 30 June 2011, the latest date at which full Available subject to compliance with its terms information at the company level is available SVG Diamond Holdings II Limited 01 Audited financial statements

Investment adviser’s report continued

Highlights (continued) Funds reporting largest gains over 12 months to 30 September 2011 8 • In accordance with the transaction documentation, SVG Diamond II continues to defer the payment of cash paid Gains over last Total paid in interest on the Class C and M notes and the mezzanine 12 months capital advisory fee, further strengthening the Fund’s liquidity position € million € million • SVG Advisers Limited (“SVG Advisers”) continues to manage Permira IV 9.3 39.7 the Fund’s cash resources (in order to optimise the returns to Alcentra Mezzanine Fund I 4.9 30.4 the Fund) within the strict parameters of the definition of The fourth Cinven Fund 4.1 18.9 “Liquid Investments” set out in the transaction documents Barclays Private Equity European Fund III 4.0 14.4 Commitments Madison Dearborn Capital Partners V 2.8 18.5

8 SVG Diamond II is in a debt amortisation phase and its investment Funds reporting largest losses since inception period has ended. The last commitment made by the Fund was in April 2008 and no new fund commitments have been made since Total losses Total paid in then. SVG Diamond II will continue to finance all outstanding since inception capital € million € million unfunded commitments and service interest costs and expenses, in accordance with the transaction documents. Friday Street Mezzanine Fund I (8.8) 30.0 3i Eurofund V (6.9) 21.9 Free cash received from the portfolio through distributions will be used to fund a reserve account to ensure that SVG Diamond II has ACT 2001 Venture Capital Fund (5.2) 14.2 sufficient liquidity to meet future capital calls. Once the reserve Candover 2005 Fund UK No. 2 (1.8) 4.9 account reaches the required minimum balance, free cash flows Brera Capital Partners (1.5) 5.0 from the portfolio will be used to repay the notes in order of seniority. Funds reporting largest losses over 12 months to 30 September 2011 8 Portfolio summary Losses over last Total paid in SVG Diamond II’s 20 largest fund commitments by value represent 12 months capital 72% of the portfolio value. € million € million A summary of the performance of the underlying portfolio funds at JLL Partners Fund V (2.4) 9.2 30 September 2011 is as follows 7: 3i Eurofund V (1.9) 21.9 Doughty Hanson & Co. III (1.3) 1.1 Number Number Friday Street Mezzanine Fund I (0.8) 30.0 Performance of funds of funds since 30 September 30 September Almack Mezzanine I (0.7) 27.8 inception 8 2011 2010 Top five funds (by cash received since inception) Gains over €1.0 million 26 21 Gains €0 – €1.0 million 23 22 Total distributions/ Losses €0 – €1.0 million 17 16 disposals since Total paid in Losses over €1.0 million 8 15 inception capital Total 74 9 74 9 € million € million The Lightyear Fund 24.6 12.7 Over 60% of the portfolio funds are now recorded above cost with Alcentra Mezzanine Fund I 15.8 30.4 26 funds showing gains greater than €1.0 million since inception – an increase of 24% from September 2010. Almack Mezzanine I 14.8 27.8 Conning Capital Partners VI 12.5 11.5 Funds reporting largest gains since inception 8 Monitor Clipper Equity Partners I 9.4 5.7

Total gains Total paid in Top five funds (by cash received over last 12 months) since inception capital € million € million Total distributions/ The Lightyear Fund 14.4 12.7 disposals over Total paid in last 12 months capital Alcentra Mezzanine Fund I 8.1 30.4 € million € million Conning Capital Partners VI 5.7 11.5 The Lightyear Fund 5.7 12.7 Almack Mezzanine I 5.6 27.8 The fourth Cinven Fund 5.1 18.9 JLL Partners Fund IV 5.1 10.9 Conning Capital Partners VI 5.0 11.5 JLL Partners Fun IV 4.6 10.9 Barclays Private Equity European Fund III 4.5 14.4

7 Based on 30 September 2011 GP values 8 Portfolio gains and losses exclude FX movements 9 Excludes realised fund BC European Fund VI SVG Diamond Holdings II Limited 02 Audited financial statements

Investment adviser’s report continued

Investment stage 10 Sector analysis by underlying company 12

As SVG Diamond II’s investment period has ended, the portfolio’s The portfolio remains well diversified across industries. However, investment stage has remained unchanged over the 12 months there was a proportionate increase to the consumer sector due to a with nearly all the portfolio weighted towards number of acquisitions by the underlying funds in this area over buy-out/development capital funds, in line with SVG Diamond II’s the year to June 2011. We note the 15% weighting towards investment guidelines. financials; having analysed the underlying portfolio companies in this sector we are comfortable that the majority of these are 30 September 30 September diversified financial companies with limited exposure to banks. 2011 2010 % % 30 June 30 June 2011 2010 1. Buy-out/ 1 3 % % development capital 82 82 4 11. Consumer 27 23 7 1 2. Mezzanine 13 13 6 2 12. Industrials 17 18 8 3. Venture capital 3 3 13. Financials 15 16 5 2 4. Listed private equity 2 2 14. Healthcare 15 15 4 15. Information technology 10 11 3 Geographic profile 10 16. Materials 8 9 17. Media and telecoms 6 6 The portfolio’s geographical weighting has remained unchanged over the year. Furthermore, looking at the underlying portfolio 18. Energy 2 2 companies, we can also report that only 15.9% of the European 1 portfolio weighting is exposed to Southern Europe, namely Italy Vintage analysis by underlying company 12 and Spain 11 . 21% of original commitments to underlying funds remains to be 30 September 30 September 2011 2010 invested. The weighting towards 2010 and 2011 vintages has % % increased, following the addition of 75 new companies over the year from June 2010 to June 2011. 1. Europe 58 58 1 2. North America 42 42 30 June 30 June 2011 2010 % %

11. 2011 3 – 1 2 2 3 12. 2010 9 3 10 9 13. 2009 6 6 8 4 Maturity analysis 10 7 14. 2008 11 9 6 As SVG Diamond II’s investment period has ended, the portfolio’s 15. 2007 28 24 5 maturity profile has remained broadly unchanged over the year. 16. 2006 13 15 The majority of the portfolio continues to be weighted to 2005, 2006 and 2007 vintage funds. Within these vintage years, taking a 17. 2005 5 9 pooled average of the funds, 6%, 21% and 40% respectively 18. 2004 1 1 remains to be invested by the GPs at 30 September 2011 (as 19. 2003 and before 3 3 compared with 11%, 31% and 58% at 30 September 2010). 10. Unfunded 21 30 30 September 30 September 2011 2010 % %

11. 2008 6 6 9 1 8 11 2 12. 2007 17 16 5 10 7 13. 2006 29 28 3 14. 2005 29 28 15. 2004 3 3 4 16. 2003 – – 17. 2002 1 1 18. 2001 3 4 19. 2000 1 2 10. 1999 2 2 11. 1998 and before 9 10

10 Analysed by total commitments 12 Data is for the value of underlying company investments at 30 June 2011 – the latest date 11 As at June 2011, by cost (15.8% by fair market value) at which full information at the company level is available SVG Diamond Holdings II Limited 03 Audited financial statements

Investment adviser’s report continued

Valuation analysis by underlying company 13 Global financial markets continue to be adversely impacted by the on-going political and sovereign debt issues in the Eurozone. A number of companies previously valued on a written down – Several Eurozone countries are adjusting to new earnings basis have since moved to an earnings based valuation governments/leaders, including Greece, Italy and Spain, and the and there has been an increase in the percentage of the portfolio French and German leaders predict a challenging 2012 18 . The valued on a quoted basis. sovereign debt crisis continues to escalate and large sell-offs in the 30 June 30 June sovereign bond markets at the end of 2011 put further pressure on 2011 2010 yields, with some rising to unsustainable highs 19 . Germany, the EU’s % % engine of growth, had marginally improved third quarter GDP 20 11. Earnings 66 63 4 1 growth (0.5%; Q2 0.1% ), but remains subject to electoral 21 12. Written down – earnings 18 24 3 hostility around any further Eurozone bail-out . Against this complex backdrop, policy indecision and disagreement has further 13. Quoted 9 6 exacerbated uncertainty and market concerns globally. In the US 14. Cost 7 7 2 the recovery is fragile too and medium term fiscal sustainability 15. Third party – – issues remain challenging, as highlighted by Standard & Poor’s downgrade of its debt in August 2011 which led to a large sell-off in equities. Deal type analysis by underlying company 13 While private equity investment activity and financing conditions The majority of GPs who manage the funds in the portfolio largely improved in the first half of the 2011 22 , market volatility and adopt control focused positions within their investments, resulting increased risk aversion in the second half of the year has made the in the heavier weighting towards management buy-out/in deals. outlook over the following six to nine months increasingly uncertain. There will inevitably be a knock on effect on the 30 June 30 June availability of credit, which, on the whole, is expected to become 2011 2010 more selective and dependent on a number of deal specific factors. % % However, recent activity and dialogue with private equity 11. MBO/MBI 61 52 4 1 managers suggests that ‘some’ debt is available for assets of 12. Mezzanine 17 22 56 reasonable size and with strong operating performance. The high 3 13. Development capital 14 14 yield bond market, despite a buoyant first half of 2011, shut down over the summer, directly impacting the refinancing market, and 14. Early stage 4 9 2 visibility remains low. 15. Quoted 3 2 Global private equity exits reached post downturn highs in the 16. Debt 1 1 second quarter of 2011, but in light of the renewed uncertainty and lack of visibility realisation activity tapered off in the second Post balance sheet summary half of the year 23 . The IPO window, an important exit route for some of the large private equity backed assets 24 , remains volatile At 6 January 2012, cash balances stood at €2.9 million and the and trade buyers looking at acquiring businesses with strategic available cash collateralised liquidity facility was €117.8 million 14 . In value are likely to refrain in the near term given the uncertain the absence of any further major corrections, we continue to economic environment. However, many corporates have large believe that SVG Diamond II will be able to fund its €101.9 million amounts of uninvested cash and may be looking for earnings of unfunded commitments using the available cash collateralised enhancing acquisition opportunities. In terms of new deals, pricing liquidity facility as well as expected future distributions from the of assets remained high in the first three quarters of 2011 (Europe portfolio. and US at 8.8x; 2010: 9.2x and 8.5x respectively 25 ), but we might see some adjustment if markets continue to decline. While it is too Market environment early to call the long term impact and longevity of the current macroeconomic environment, private equity managers are Risks to the global economy have risen significantly amid generally exercising caution on deal flow and exits in the near heightened uncertainty and following a series of shocks in 2011: term. financial market volatility; the credit downgrade of the US; ongoing concern around default and contagion risk from the The fundraising market remains challenging and characterised by Eurozone – in particular issues surrounding Greece, Italy and Spain high polarisation. Managers with poor performing funds are likely – and more recently, this year, Standard and Poor’s downgrades of to struggle to raise new capital, particularly as investors look to a number of Eurozone countries and the EU bailout fund; and rationalise their portfolios and reduce their number of relationships. continued signs of another global economic slowdown. Furthermore, consumer and business confidence has deteriorated since the first half of 2011 15 . While a path to recovery exists, it is likely to be protracted and uneven, and further hampered by 18 Editorial, ‘Europe’s leaders warn of tough 2012’, FT, 1 January 2012, FT reporters 16 slowing growth and weak economic data, such as high 19 Editorial, ‘Eurozone bonds hit by mass sell-off’, FT, 15 November 2011, Richard Milne and 17 unemployment . David Oakley 20 Tradingeconomics.com Germany GDP growth rate 13 Data is for the value of the underlying company investments at 30 June 2011 – the latest 21 Editorial, ‘German poll upsets leave Angela Merkel looking wobbly’, BBC News, date at which full information at the company level is available 20 September 2011, Stephan Evans 14 AIG funded SVG Diamond II’s liquidity facility standby reserve account on 7 October 22 The Preqin Quarterly Q2 2011 July 2011 2008. The facility is available subject to compliance to its terms 23 Preqin press release: ‘Private Equity Exits in the Doldrums’, 15 December 2011 15 Editorial, ‘Business confidence evaporates’, FT, 10 November 2011, Sarah O’Connor 24 Ernst & Young’s ‘Study of 2010 European Exits’, 41% of exits for companies with 16 IMF World Economic Outlook September 2011. World output has been revised EV>€2bn in Europe in 2005-2010 downwards to 4.0% in 2011 from 4.4% in the IMF’s April 2011 update 25 LCD Leveraged Loan Review – US/Europe, Average Purchase Price Multiple of Pro Forma 17 IMF, FT, 28 September 2011 – the developed markets Trailing EBITDA, 3Q 2011 SVG Diamond Holdings II Limited 04 Audited financial statements

Investment adviser’s report continued

With public markets falling by around 16% in the US and 24% in Europe in Q3 2011 (including UK) 26 , this has had an impact on the September 2011 mark to market valuations of unrealised assets, largely due to the contraction in earnings multiples. However, since Q3 end the markets have partially recovered, but continue to remain volatile. In general, through improved operating performance in the first half of 2011 following significant action taken by private equity managers during 2009 and 2010, stabilised capital structures and reduced refinancing risks, we believe the majority of the Fund’s portfolio is well positioned to counter the economic and financial headwinds. SVG Advisers Limited 25 January 2012

26 Factset aggregate market performance: Europe and US (as at 30 September 2011) SVG Diamond Holdings II Limited 05 Audited financial statements

20 largest investments

20 largest investments 6. Almack Mezzanine I

SVG Diamond II’s 20 largest investments by value as at Current total commitment ( € million) 24.5 30 September 2011 are as follows: Vintage year 2005 Called 95% 1. Permira IV Value ( € million) 18.6 Current total commitment ( € million) 46.1 Almack Mezzanine I is a €800.0 million fund managed by Babson Vintage year 2006 Capital Europe, one of the largest leveraged loan managers in Called 79% Europe. The investment strategy of the fund targets both large and Value ( € million) 37.6 mid-market mezzanine investments in the UK and Continental Europe. Permira focuses on buy-outs, buy-ins and growth capital investments in European businesses or in global businesses which 7. Friday Street Mezzanine Fund I have, or intend to have, significant activities in Europe. Permira IV may invest up to 30% of its committed capital in businesses which Current total commitment ( € million) 29.0 do not have, or intend to have, significant activities in Europe. Vintage year 2005 Called 100% 2. Alcentra Mezzanine Fund I Value ( € million) 17.2 Current total commitment ( € million) 22.3 Friday Street Mezzanine Fund I is a mezzanine fund focused on Vintage year 2005 European investments which was launched by the Mizuho Called 98% Leveraged Finance Group and which has since been acquired by 3i. Value ( € million) 22.7 8. KKR 2006 Fund The Alcentra Mezzanine Fund I is a dedicated European mezzanine fund focused on senior and junior mezzanine debt, as well as Current total commitment ( € million) 18.6 payment-in-kind instruments. The fund will make the majority of its Vintage year 2006 investments in sponsored leveraged buy-out transactions but Called 85% retains the ability to invest in a small selection of non-sponsored Value ( € million) 15.7 investments. KKR focuses on large and complex buy-out transactions. The KKR 3. The Lightyear Fund II 2006 Fund is a US$17.6 billion fund primarily targeting investments in the US and Canada with enterprise values in excess Current total commitment ( € million) 22.6 of US$1.0 billion and equity investments between Vintage year 2005 US$500.0 million and US$1.0 billion. Called 91% Value ( € million) 22.3 9. CVC European Equity Partners V The Lightyear Fund II invests in private equity capital in leveraged Current total commitment ( € million) 24.2 buy-out, recapitalisation and growth capital opportunities focusing Vintage year 2008 on financial services, media and general industrial investments in Called 56% the US. Value ( € million) 15.2 4. Blackstone Capital Partners V CVC is a pan-European private equity group principally dedicated to management buy-outs, buy-ins, acquisitions, recapitalisations Current total commitment ( € million) 22.7 and growth equity on a pan-European basis. Vintage year 2005 Called 89% 10. Madison Dearborn Capital Partners V Value ( € million) 18.9 Current total commitment ( € million) 19.2 Blackstone Capital Partners V is a US$21.7 billion fund that invests Vintage year 2006 in large buy-outs with enterprise values in excess of Called 84% US$500.0 million. The fund predominantly invests in the US but it Value ( € million) 15.1 will also have some European exposure. Madison Dearborn is a buy-out investor that generally seeks to 5. The fourth Cinven Fund invest between US$100.0 million and US$600.0 million of equity per transaction. Madison Dearborn Capital Partners V is a Current total commitment ( € million) 24.7 US$6.5 billion fund which predominantly focuses on the following Vintage year 2006 sectors; basic industries, communications, consumer, financial Called 70% services, healthcare and real estate. Value ( € million) 18.8 The fourth Cinven Fund is a €6.5 billion fund which focuses on large pan-European buy-outs, involving companies with enterprise values in excess of €500.0 million and requiring equity investments of over €100.0 million.

SVG Diamond Holdings II Limited 06 Audited financial statements

20 largest investments continued

11. Industri Kapital 2007 Fund 16. Welsh, Carson, Anderson & Stowe X (“WCAS X”)

Current total commitment ( € million) 15.0 Current total commitment ( € million) 10.5 Vintage year 2007 Vintage year 2005 Called 81% Called 96% Value ( € million) 13.2 Value ( € million) 10.1 Industri Kapital 2007 is a €1.7 billion fund which makes majority WCAS X is a US$3.0 billion fund that focuses on US large buy-outs investments in high-quality, market-leading, medium-sized in the following sectors: information technology, business services companies in growing and mature industries in the Nordic region and healthcare. The fund will pursue leveraged buy-outs, buy and and Continental Europe. build platform investments, leveraged recapitalisations, public to private transactions, corporate carve outs and growth equity 12. 3i Eurofund V investments.

Current total commitment ( € million) 23.6 17. Jefferies Capital Partners IV Vintage year 2006 € Called 88% Current total commitment ( million) 11.2 Value ( € million) 13.0 Vintage year 2005 Called 91% 3i is a pan-European private equity firm which was founded in the Value ( € million) 9.9 UK. The fund will invest throughout Europe focusing on upper mid-market buy-outs. Jefferies Capital Partners IV is a US$600.0 million fund that focuses on small to mid-market buy-outs in North America. The fund 13. Barclays Private Equity European Fund III invests between US$20.0 million and US$50.0 million in companies with annualised revenues of between US$50.0 million Current total commitment ( € million) 13.2 and US$500.0 million. Vintage year 2007 Called 88% 18. Olympus Growth Fund V Value ( € million) 11.7 Current total commitment ( € million) 14.7 Barclays Private Equity is a leading European private equity investor Vintage year 2007 focusing on mid-market buy-outs in four key markets: UK, France, Called 53% Germany and Italy. Barclays Private Equity European Fund III is a Value ( € million) 9.6 €2.4 billion fund which typically acts as lead investor, targeting companies with enterprise values between €25.0 million and Olympus Growth Fund V is a US$1.5 billion fund that focuses on €250.0 million. value-oriented investing in growing middle market businesses through leveraged buyouts and later stage growth capital 14. Oak Hill Capital Partners II transactions. Olympus invests equity capital in a variety of industries, including healthcare services, financial services, Current total commitment ( € million) 10.1 consumer products and business services. Vintage year 2004 Called 96% 19. Carlyle Partners V Value ( € million) 11.3 Current total commitment ( € million) 14.7 Oak Hill Capital Partners makes significant investments through Vintage year 2007 acquisitions, build-ups, recapitalisations, restructurings, strategic Called 55% joint ventures and the purchase of minority stakes across a wide Value ( € million) 9.0 range of industries in the US. Oak Hill Capital Partners II pursue control and growth capital investments in mid-market companies Launched in 2007 at US$13.7 billion, Carlyle Partners V conducts with investments ranging from US$25.0 million to leveraged buy-outs in North America in targeted industries. US$400.0 million. 20. P1234 15. Diamond Castle IV Current total commitment ( € million) 6.5 Current total commitment ( € million) 13.3 Vintage year 1997 Vintage year 2005 Called 80% Called 87% Value ( € million) 8.8 Value ( € million) 11.1 P1234 is managed by SVG Advisers and seeks to achieve long term Diamond Castle IV is focused on making buy-out investments in capital growth by investing in four Permira buy-out funds. Permira upper mid-market US companies in the energy and power, focuses on buy-outs, buy-ins and growth capital investments in healthcare, media and telecoms, and financial services sectors. The European businesses or in global businesses which have, or intend fund makes investments between US$75.0 million and to have, significant activities in Europe. US$200.0 million. 25% of the fund is expected to be invested opportunistically outside of the four target industries.

SVG Diamond Holdings II Limited 07 Audited financial statements

Directors’ report

The Directors present their report and financial statements for the Statement of Directors’ responsibilities in respect of the year ended 30 September 2011. financial statements

Principal activity and review of the business The Directors are responsible for preparing the financial statements in accordance with applicable law and regulations. SVG Diamond Holdings II Limited (“the Company”) was Jersey Company law requires the Directors to prepare financial incorporated on 24 June 2005 as a limited liability company under statements for each financial period in accordance with any the laws of Jersey. generally accepted accounting principles. The financial statements The Company was established to provide investors with leveraged of the Company are required by law to give a true and fair view of exposure to a diversified portfolio of private equity funds. The the state of affairs of the Company and of the profit or loss of the transaction closed on 22 February 2006 having raised Company for that period. In preparing these financial statements, approximately €325 million of investment grade bonds and the Directors should: preferred equity shares representing commitments of €175 million • select suitable accounting policies and then apply them as at closing. consistently; An Early Amortisation Asset Erosion Event occurred on 7 May 2009. • make judgements and estimates that are reasonable and This caused a transaction test to operate which ended the prudent; investment period and moved the Company into the debt amortisation phase (as requested by a majority of the note • specify which generally accepted accounting principles have holders), which commenced following the interest payment date been adopted in their preparation; and in September 2009. In accordance with the transaction • prepare the financial statements on the going concern basis documents, the Company shall redeem the Private Equity Issuer unless it is inappropriate to presume that the Company will (“PEI”) Notes from cash and/or any distributions received in continue in business. respect of the private equity fund investments. It is anticipated that The Directors are responsible for keeping accounting records which it will take a number of years to generate sufficient cash reserves to are sufficient to show and explain its transactions and are such as commence repayment of the Notes. to disclose with reasonable accuracy at any time the financial The Directors do not believe that the Early Amortisation Asset position of the company and enable them to ensure that the Erosion Event has any impact on the going concern of the financial statements prepared by the company comply with the Company. requirements of the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the company and hence Risk management objectives and policies for taking reasonable steps for the prevention and detection of fraud and other irregularities. Investment in the Company carries with it a degree of risk including but not limited to the risks referred to in note 21 of these The Directors are responsible for the maintenance and integrity of financial statements. the corporate and financial information included on the Company’s website. Legislation in Jersey governing the preparation Results and dividends and dissemination of financial statements may differ from legislation in other jurisdictions. The results and financial position for the year are set out on pages 10 and 11. The Directors do not propose a dividend for the year ended 30 September 2011 (2010: NIL). By order of the Board On behalf of the Board Events since year end Ann Mills 25 January 2012 There have been no significant events since the year end.

Directors Registered Office 47 Esplanade The Directors who served during the year were: St Helier Jersey Mr PJ Richardson JE1 0BD Ms EA Mills

Directors’ and company secretary’s interests in the Company

The Directors or Company Secretary did not hold any interest in the share capital of the Company either at the date of appointment or at the year end or at any point during the year.

Company Secretary

Structured Finance Management Offshore Limited continues to act as Company Secretary as at 30 September 2011.

Auditors

Ernst & Young were appointed auditors on 22 February 2006 and have indicated their willingness to continue in office. A resolution concerning their reappointment will be proposed by the Directors.

SVG Diamond Holdings II Limited 08 Audited financial statements

Independent auditors’ report to the members of SVG Diamond Holdings II Limited

We have audited the Company’s financial statements for the year Matters on which we are required to report by exception ended 30 September 2011 which comprise the profit and loss account, the statement of total recognised gains and losses, the We have nothing to report in respect of the following matters balance sheet, the statement of changes in net assets attributable where the Companies (Jersey) Law 1991 requires us to report to to holders of preferred equity shares, the cash flow statement and you if, in our opinion: the related notes 1 to 27. These financial statements have been • proper accounting records have not been kept, or proper prepared under the accounting policies set out therein. returns adequate for our audit have not been received from The report is made solely to the Company’s members, as a body, in branches not visited by us; or accordance with Article 113A of the Companies (Jersey) Law 1991. • the financial statements are not in agreement with the Our audit work has been undertaken so that we might state to the accounting records and returns; or Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest • we have not received all the information and explanations we extent permitted by law, we do not accept or assume responsibility require for our audit. to anyone other than the Company and the Company’s members Sarah Williams as a body, for our audit work, for this report, or for the opinions we For and on behalf of Ernst & Young LLP have formed. London 25 January 2012 Respective responsibilities of Directors and Auditors

As explained more fully in the Directors’ Responsibilities Statement set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Investment adviser’s report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements: • give a true and fair view of the state of the Company’s affairs as at 30 September 2011 and of its profit for the year then ended; • have been properly prepared in accordance with United Kingdom Accounting Standards; and • have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

SVG Diamond Holdings II Limited 09 Audited financial statements

Profit and loss account for the year ended 30 September 2011

30 September 30 September 2011 2010 Notes € €

Interest income and similar income 3 8,588,061 6,395,677 Interest expense and similar charges 4 (22,443,685) (23,613,711) Net interest expense (13,855,624) (17,218,034) Net movement on valuation of derivatives 5 (878,656) – Other expenses 6 (5,072,270) (5,068,243) Net gains on investments 8 39,025,640 61,230,371 Other foreign exchange movements 9 (1,737,672) (9,083,998) Profit attributable to holders of preferred equity shares before taxation 17,481,418 29,860,096 Taxation 7 (1,484,937) (923,830) Profit attributable to holders of preferred equity shares after taxation 15,996,481 28,936,266

Certain comparative figures have been reclassified to conform to current year presentation. All items dealt with in arriving at the profit for the year ended 30 September 2011 related to continuing operations.

Statement of total recognised gains and losses for the year ended 30 September 2011

30 September 30 September 2011 2010 € €

Profit for the year 15,996,481 28,936,266 Movement on fair value of derivatives 8,066,958 3,440,861 Total recognised gains for the year 24,063,439 32,377,127

The accompanying notes form an integral part of the financial statements.

SVG Diamond Holdings II Limited 10 Audited financial statements

Balance sheet as at 30 September 2011

30 September 30 September 2011 2010 Notes € €

Financial fixed assets Financial assets at fair value through profit or loss 8 429,035,323 391,848,913 429,035,323 391,848,913 Current assets Collateral invested 10 105,047,448 117,515,955 Other receivables 11 4,379 195,895 Cash 17,520,986 11,284,346 122,572,813 128,996,196 Creditors: amounts falling due within one year Other payables 12 (5,467,820) (8,265,254) Amounts drawn under liquidity facility (1,131,203) – Liability to repay liquidity collateral 14 (117,389,114) (117,513,570) Net current (liabilities)/assets (1,415,324) 3,217,372 Total assets less current liabilities 427,619,999 395,066,285 Creditors: amounts falling due after more than one year Other financial liabilities 13 (325,356,382) (309,482,488) Financial liability – derivative financial instrument 26 (683,339) (8,066,958) (326,039,721) (317,549,446) Net assets 17 101,580,278 77,516,839 Capital and reserves Ordinary equity shares 16, 17 2 2 Preferred equity shares 16, 17 182,705,140 182,705,140 Cash flow reserve 17 – (8,066,958) Profit and loss account 17 (81,124,864) (97,121,345) 101,580,278 77,516,839 Net assets attributable to preferred equity shares 101,580,276 77,516,837 Net asset value per preferred equity share 18 0.58 0.44

The accompanying notes form an integral part of the financial statements. The financial statements were approved by the Board of Directors and were signed on its behalf by:

Peter John Richardson 25 January 2012

SVG Diamond Holdings II Limited 11 Audited financial statements

Statement of changes in net assets attributable to holders of preferred equity shares for the year ended 30 September 2011

30 September 30 September 2011 2010 € €

Total recognised gains for the year 24,063,439 32,377,127 Net assets attributable to holders of preferred equity shares brought forward 77,516,837 45,139,710 Net assets attributable to holders of preferred equity shares 101,580,276 77,516,837

SVG Diamond Holdings II Limited 12 Audited financial statements

Cash flow statement for the year ended 30 September 2011

30 September 30 September 2011 2010 Notes € €

Operating activities Expenses (2,402,592) (2,360,482) Foreign exchange movements on cash 897,556 85,074 Net cash outflow from operating activities (1,505,036) (2,275,408) Return on investments and servicing of finance Interest income and similar income 7,689,572 5,996,148 Interest expense and similar charges (13,107,765) (13,114,676) Interest received on liquidity facility collateral 673,754 422,587 Interest paid on liquidity facility collateral (1,397,030) (1,344,047) Net cash outflow from return on investments and servicing of finance (6,141,469) (8,039,988) Taxation Withholding tax on investment income (1,484,937) (923,830) Net cash outflow from taxation (1,484,937) (923,830) Investing activities Purchase of investments (63,519,346) (49,522,195) Private equity investment capital distributions 65,358,577 31,191,143 Investment in collateral invested (24,887,259) – Redemptions of collateral invested 38,416,110 – Net cash inflow/(outflow) from investing activities 15,368,082 (18,331,052) Net cash inflow/(outflow) before financing activities 6,236,640 (29,570,278) Financing activities Preferred equity – – Net cash inflow from financing activities – – Increase/(decrease) in cash 6,236,640 (29,570,278) Reconciliation of net cash inflow/(outflow) to movement in net debt Increase/(decrease) in cash 19 6,236,640 (29,570,278) Foreign exchange movement on debt 19 (2,412,163) (9,049,843) Excess of effective interest charge over amount paid 19 (1,400,027) (2,836,162) Interest capitalised 19 (10,881,704) – Debt issued in lieu of expense payments 19 (1,180,000) (1,120,000) Movement in net debt (9,637,254) (42,576,283) Net debt at the beginning of the year (298,198,142) (255,621,859) Net debt at the end of the year 19 (307,835,396) (298,198,142)

SVG Diamond Holdings II Limited 13 Audited financial statements

Notes to the financial statements

1. The Company SVG Diamond Holdings II Limited (the “Company”) was incorporated on 24 June 2005 as a limited liability company under the laws of Jersey. The Company was established to provide investors with leveraged exposure to a diversified portfolio of private equity funds.

2. Significant accounting policies (a) Basis of preparation The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities held at fair value through profit or loss. The financial statements are prepared in accordance with generally accepted accounting principles and in accordance with accounting principles generally accepted in the Island of Jersey incorporating UK Accounting Standards and the Companies (Jersey) Law 1991. The preparation of financial statements in conformity with the financial reporting standards applicable in the United Kingdom requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilised in preparing its financial statements are reasonable and prudent. Actual results could differ from these estimates. These estimates and judgements are reviewed on an ongoing basis and are continually evaluated based on historical experience and other factors. The key area of judgement that has a significant effect on the financial statements, and where there is a significant risk of material adjustment in the next year, is the fair value of investments. Investments in funds are held at fair value through profit or loss and calculated by reference to the net asset value of the fund as provided by the administrator or General Partner (“GP”) of the relevant fund as adjusted for subsequent calls and distributions where applicable unless having obtained an understanding of how these valuations are determined the Directors of the Company consider such valuation inappropriate. These values may be unaudited or may themselves be estimates prepared by the GP in the absence of readily determinable fair value. Fair value estimates prepared by the GP of the underlying funds may incorporate the GP’s own assumptions including discounted cash flow assumptions, observable market valuation measures such as valuation multiples and will incorporate risk adjustments for non-performance and lack of marketability. The value assigned to individual investments involves a significant degree of judgement and estimated fair values of private investments may differ significantly from values that would have been used had a ready market for the securities existed and the differences could be material. The values assigned to individual investments in underlying funds are based upon available information and do not necessarily represent amounts which might ultimately be realised, since such amounts depend on future circumstances and cannot be reasonably determined until the positions are liquidated. The accounting policies have been applied consistently by the Company. The financial statements are presented in Euro (€) which is also the functional currency. (b) Financial instruments (i) Classification FRS 26 “Financial Instruments: Measurement” establishes specific categories into which all financial assets and financial liabilities must be classified. The classification of financial instruments determines how these financial assets or financial liabilities are subsequently measured in the financial statements. There are four categories of financial asset: financial assets at fair value through profit or loss, loans and receivables, held to maturity investments and available for sale financial assets. There are two categories of financial liability: financial liabilities at fair value through profit or loss and other financial liabilities. The Company designated its financial assets and financial liabilities into the categories below in accordance with FRS 26. Financial instruments designated as at fair value through profit or loss upon initial recognition These are comprised of financial instruments that are not held for trading purposes namely the Company’s investments in private equity funds. These financial instruments are designated on the basis that their fair value can be reliably measured and their performance has been evaluated on a fair value basis in accordance with the investment strategy as set out in the Company’s offering document. As the Company’s business is investing in private equity funds, or similar investments, with a view to profiting from their total return in the form of income or capital gains, such financial assets are designated as at fair value through profit or loss on initial recognition. Financial assets – derivative financial instruments Derivative financial instruments are initially recognised in the balance sheet at fair value and are subsequently re-measured at their fair value. Gains or losses arising in the fair value of cash flow hedges in the form of derivative instruments are taken directly to the statement of total recognised gains and losses. Such gains and losses are taken to the cash flow reserve in the balance sheet in the period the hedged cash flows arise. Gains or losses arising on derivatives not designated as hedging instruments are recognised directly in the profit and loss account. (ii) Recognition The Company recognises all financial assets and financial liabilities on the trade date at which the Company becomes a party to the contractual provisions of the instrument. (iii) Initial measurement Purchases and sales of financial instruments are accounted for at trade date. Financial instruments categorised at fair value through profit or loss are measured at fair value, with transaction costs for such instruments being recognised directly in the profit and loss account.

SVG Diamond Holdings II Limited 14 Audited financial statements

Notes to the financial statements continued

2. Significant accounting policies (continued) (b) Financial instruments (continued) (iv) Subsequent measurement After initial measurement, the Company measures financial instruments which are classified as at fair value through profit or loss, at their fair values. Fair value is the amount at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The Company invests in private equity funds, which in turn invest in private companies. Investments in listed private equity funds are recorded at their quoted bid prices. Investments in unlisted private equity funds are recorded at fair value, which will be based on the General Partner (“GP”) reported fair value as adjusted for subsequent calls and distributions where applicable unless after having obtained an understanding of how these valuations are determined the Directors of the Company consider such valuation inappropriate. The GP reported fair value means the last audited or unaudited valuation reported by the private equity fund, based on fair values if disclosed, as adjusted for subsequent calls and distributions where applicable. For the avoidance of doubt, where GP valuations are disclosed both on a historical cost basis and based on estimated fair values, the valuation based on estimated fair values will be used, even if the GP uses a different basis in preparing the fund’s statutory accounts. The estimated market values of these private equity funds as determined by the GP may not reflect amounts that could be realised upon immediate sale, or amounts that may be ultimately realised. Accordingly the estimated fair values may differ significantly from the values that would have been used had a ready active market existed for those investments and the difference could be significant. Financial liabilities, other than those as at fair value through profit or loss, are measured at amortised cost using the effective interest method. The fair value of derivative financial instruments is based on information provided by the counterparty. Subsequent changes in the fair value of Financial assets at fair value through profit or loss are recognised in the profit and loss account. (v) Derecognition The Company derecognises a financial asset when the contractual rights to cash flows from the financial asset expire or it transfers the right to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in a transferred financial asset that is created or retained by the Company is recognised as a separate asset. (c) Offsetting Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the assets and settle the liability simultaneously. (d) Collateral The Company recognises collateral held in cases where it incurs an exposure to the economic risk and rewards of the assets held as collateral. In other cases, where the Company does not incur exposure to the economic risk and rewards of the assets held, it does not recognise the assets on its balance sheet but discloses the amount of collateral held. (e) Interest income and charges Interest income and interest expense are recognised on an accruals basis in line with the contractual terms. Interest is accrued on a daily basis (Notes, cash, and collateral invested) using the effective interest method. Interest income and expense are recognised in the profit and loss account for all financial instruments not held at fair value through profit or loss using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is that which exactly discounts estimated future cash payments or receipts throughout the expected life of the financial instruments, or a shorter period where appropriate, to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Company estimates cash flows considering all contractual terms of the financial instruments but does not consider future credit losses. The calculation includes all fees paid between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums and discounts. (f) Cash Cash comprises of current deposits with banks and money market investments. (g) Foreign currency translation (i) Functional and presentational currency Items included in the Company’s financial statements are measured using the currency of the primary economic environment in which it operates (“the functional currency”). This is the Euro, which reflects the currency in which the Company generates equity. Euro is also the presentational currency. (ii) Translation Monetary assets and liabilities denominated in currencies other than Euro are translated into Euro at the closing rates of exchange at each year end. Transactions during the year, including purchases and sales of securities, income and expenses, are translated at the rate of exchange prevailing on the date of the transaction. Foreign currency exchange differences arising on translation and realised gains and losses on disposal or settlement of monetary assets and liabilities are recognised in the profit and loss account. (h) Loan notes Interest-bearing loan notes issued are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the profit and loss account using the effective interest method and are added to the carrying amount of the investment to the extent that they are not settled in the year in which they arise.

SVG Diamond Holdings II Limited 15 Audited financial statements

Notes to the financial statements continued

2. Significant accounting policies (continued) (i) Share capital The Company’s ordinary shares and preferred equity shares issued are classified as equity in accordance with FRS 25 and the articles of incorporation. The ordinary shares do not participate in the profits of the Company, whereas the preferred equity shares are entitled to the residual assets on the winding up of the Company, as outlined in the Offering Circular and summarised in note 16. (j) Expenses All expenses, including investment advisory fees, are recognised in the profit and loss account on an accruals basis. (k) Cash flow hedges The Company uses derivative financial instruments to hedge its risk associated with interest rate fluctuations. It is not the Company’s policy to trade in derivative instruments. Derivative instruments are initially recognised in the balance sheet at fair value and are subsequently re-measured at their fair value. Fair value is based on information provided by the counterparty. Gains or losses arising in the fair value of cash flow hedges in the form of derivative instruments are taken directly to the cash flow reserve in the balance sheet through the Statement of Total Recognised Gains and Losses. (l) Preferred equity shares The Company’s preferred equity shares are measured as the amount of called up preference shares plus interest accrued. The preferred equity holders do not have an option to redeem their shares. (m) Issue costs Issue costs are amortised over the life of the related notes.

3. Interest income and similar income

30 September 30 September 2011 2010 € €

Bank interest 273 – Investment income – from liquid investments 687,910 472,379 – from private equity investments 7,899,878 5,923,298 8,588,061 6,395,677 Analysed by currency: € – denominated 3,526,020 3,063,628 US$ – denominated 4,959,416 3,246,405 Other 102,625 85,644 8,588,061 6,395,677

4. Interest expense and similar charges

30 September 30 September 2011 2010 € €

Net swap expense (7,896,544) (8,424,968) Interest expense on notes issued (10,959,925) (10,022,888) Interest expense on liquidity facility drawdowns (152,839) – Interest on liquidity facility collateral (2,034,350) (2,329,692) Amortisation of issue costs (1,400,027) (2,836,163) (22,443,685) (23,613,711)

Certain comparative figures have been reclassified to conform to current year presentation.

SVG Diamond Holdings II Limited 16 Audited financial statements

Notes to the financial statements continued

5. Net movement on value of derivatives

30 September 30 September 2011 2010 € €

º Realised movement on value of derivatives (195,317) – Unrealised movement on value of derivatives (683,339) – (878,656) –

6. Other expenses

30 September 30 September 2011 2010 € €

Investment advisory fees (4,337,576) (4,480,712) Trustee, custodian and portfolio administration fees (202,491) (194,730) Advisory committee, legal fees and investment related costs (275,989) (232,941) Audit fees (37,247) (49,347) Other costs (218,967) (110,513) (5,072,270) (5,068,243)

Certain comparative figures have been reclassified to conform to current year presentation.

7. Taxation

30 September 30 September 2011 2010 € €

Profit before taxation 17,481,418 29,860,096 Profit at standard rate of tax of 0% – – Net foreign withholding tax paid (1,484,937) (923,830) Taxation charge (1,484,937) (923,830)

Profits arising in the Company for the 2011 year of assessment will be subject to tax at the rate of 0%. The Company is however subject to withholding tax charged on distributions from private equity fund investments domiciled outside of the European Union.

SVG Diamond Holdings II Limited 17 Audited financial statements

Notes to the financial statements continued

8. Financial assets at fair value through profit or loss

30 September 30 September 2011 2010 € €

3i Eurofund V 13,034,647 9,961,826 ACT 2001 Venture Capital Fund 8,201,445 7,090,970 Activa Capital Fund II 3,323,728 849,181 Advent International GPE VI 6,186,247 3,424,793 Alcentra Mezzanine Fund I 22,694,693 23,187,034 Almack Mezzanine 18,637,000 19,877,000 American Capital Equity II 5,885,108 5,868,649 Apollo Overseas Partners VI 5,115,722 5,489,780 Barclays Private Equity European Fund III 11,695,588 10,699,125 Blackstone Capital Partners V 18,940,737 18,020,119 Brera Capital Partners 541,101 1,619,016 Bridgepoint Europe IV 6,647,737 3,000,558 Candover 2005 Fund UK No. 2 2,522,000 1,915,000 Capvis Equity – 3,561 Carlyle Europe Partners III 7,206,711 3,402,516 Carlyle Partners V 8,960,386 6,729,590 Carlyle International Partners II 432,694 471,686 The first Cinven Fund 108,009 242,207 The second Cinven Fund 270,945 730,015 The fourth Cinven Fund 18,767,056 16,453,142 Conning Capital Partners VI 3,764,273 7,109,963 Credit Suisse First Boston Equity Partners 219,347 450,691 Crescendo Funds III 334,930 204,672 CVC European Equity Partners V 15,215,627 9,983,900 Diamond Castle IV 11,085,425 8,933,896 Doughty Hanson & Co. III 979,555 2,444,267 Doughty Hanson & Co. V 8,291,293 7,952,557 Duke Street Capital VI 7,913,306 6,345,253 Electra Private Equity plc 5,101,971 5,082,763 Friday Street Mezzanine Fund I 17,249,725 19,049,909 Gryphon Partners II 1,411,140 1,501,781 GS Capital Partners II 524 515 Hicks, Muse, Tate & Furst Equity Fund IV 962,631 628,712 Industri Kapital 1997 Fund 259,831 1,109,238 Industri Kapital 2007 Fund 13,204,991 7,011,827 Venture Fund I* 79,424 682,762 Italian Private Equity Fund III 246,994 306,992 Italian Private Equity Fund IV 3,113,024 3,765,191 Jefferies Capital Partners IV 9,871,190 8,126,824 JLL Partners Fund III 139,268 162,964 JLL Partners Fund IV 8,697,937 11,994,381 JLL Partners Fund V 6,219,229 8,470,472 KKR 2006 Fund 15,722,481 14,131,221 Landmark Equity Partners XIII 4,432,900 5,175,503 The Lightyear Fund 1,442,691 5,106,027 The Lightyear Fund II 22,269,991 18,669,035 Madison Dearborn Capital Partners V 15,093,619 13,202,137

SVG Diamond Holdings II Limited 18 Audited financial statements

Notes to the financial statements continued

8. Financial assets at fair value through profit or loss (continued)

30 September 30 September 2011 2010 € €

MD Sass Corporate Resurgence Partners 47,595 349,807 Monitor Clipper Equity Partners I 201,802 1,457,888 Nova/Paul Capital Investments SCA 1,220,596 2,699,039 Oakhill Capital Partners II 11,305,639 12,094,967 Olympus Growth Fund V 9,631,746 6,847,164 P123 2,876,391 3,312,747 P1234 8,772,406 7,520,000 Pantheon International Participations plc 3,072,697 2,489,914 Pequot Offshore Healthcare Venture Fund 165,109 348,660 Pequot Offshore Private Equity Fund III 2,027,231 2,694,449 Pequot Venture Partners II 7,286 7,575 Permira Europe I 69,355 77,466 Permira IV 37,599,694 26,079,929 Resolute Fund II 2,940,438 2,134,533 Stonebridge Partners Equity Fund II 236,413 3,522,424 Stonebridge Partners Equity Fund III 52,576 277,094 Symmetric Partners 3,932,212 1,759,832 Vestar Capital Partners III 2,112,414 2,469,991 Welsh, Carson, Anderson & Stowe VI 27,674 193,844 Welsh, Carson, Anderson & Stowe VII 160,289 166,123 Welsh, Carson, Anderson & Stowe X 10,080,889 8,706,246 429,035,323 391,848,913 Designated as at fair value through profit or loss: – Listed private equity funds 8,174,668 7,572,677 – Unlisted private equity funds 420,860,655 384,276,236 429,035,323 391,848,913 Net gains on financial assets designated at fair value through profit or loss: – Realised gains on investments sold 24,435,299 12,437,496 – Unrealised gains on investments 12,553,104 36,283,283 – Foreign exchange movements on investments 2,037,237 12,509,592 39,025,640 61,230,371

*One of the funds that SVG Diamond Holdings II Limited has committed to has requested that we do not disclose the name of the commitment in the schedule of investments for confidentiality reasons. A complete list of the commitments is available to Shareholders on request.

9. Other foreign exchange movements Other foreign exchange movements is comprised of all foreign exchange movements other than on the Financial assets at fair value through profit or loss. It includes foreign exchange movements on Collateral invested, Cash, Interest payable, Amounts drawn under liquidity facility, Liability to repay liquidity collateral and Notes issued.

10. Collateral invested

30 September 30 September 2011 2010 € €

Collateral invested in money market funds 83,843,385 79,178,098 Collateral invested in term deposits 21,204,063 38,337,857 105,047,448 117,515,955

SVG Diamond Holdings II Limited 19 Audited financial statements

Notes to the financial statements continued

11. Other receivables

30 September 30 September 2011 2010 € €

Accrued income 4,379 4,318 Swap interest receivable – 191,577 4,379 195,895

12. Other payables

30 September 30 September 2011 2010 € €

Interest payable (70,287) (5,334,967) Interest payable on liquidity facility drawdowns (248) – Expense accruals (5,359,817) (2,892,819) Amounts due to SVG Diamond Private Equity II plc (37,468) (37,468) (5,467,820) (8,265,254)

13. Notes issued

30 September 30 September 2011 2010 US$ € €

Notes issued: Class A-1 Floating Rate due 2024 (55,000,000) (55,000,000) Class B-1 Floating Rate due 2024 (76,500,000) (76,500,000) Class M-1 Fixed Rate due 2024 (49,245,351) (43,000,000) Class F Fixed Rate due 2024 (5,750,000) (4,570,000) Class A-2 Floating Rate due 2024 (71,600,000) (53,480,729) (52,519,622) Class B-2 Fixed Rate due 2024 (40,000,000) (29,877,502) (29,340,571) Class C Floating Rate due 2024 (50,370,304) (37,623,471) (35,061,982) Class M-2 Fixed Rate due 2024 (23,936,846) (17,879,329) (14,890,340) (185,907,150) (325,356,382) (310,882,515) Unamortised issue costs – 1,400,027 (325,356,382) (309,482,488) Maturity analysis – Within one year – – – 1-2 years – – – 2-5 years – – – Greater than 5 years (325,356,382) (310,882,515) (325,356,382) (310,882,515)

30 September 30 September 2011 2010 € €

Opening balance 309,482,488 296,476,483 Interest capitalised 10,881,704 – Class F notes issued in lieu of cash 1,180,000 1,120,000 Amortisation charge 1,400,027 2,836,162 Foreign exchange movements 2,412,163 9,049,843

325,356,382 309,482,488

SVG Diamond Holdings II Limited 20 Audited financial statements

Notes to the financial statements continued

13. Notes issued (continued)

Interest rates:

Class A-1 Floating Rate due 2024 €55,000,000 6 month Euribor +0.55% Class B-1 Floating Rate due 2024 €76,500,000 6 month Euribor +0.90% Class M-1 Fixed Rate due 2024 €49,245,351 Fixed – 6.897% Class F Fixed Rate due 2024 €5,750,000 Fixed – 6.897% Class A-2 Floating Rate due 2024 US$71,600,000 6 month US$ Libor +0.55% Class B-2 Fixed Rate due 2024 US$40,000,000 Fixed – 6.056% Class C Floating Rate due 2024 US$50,370,304 6 month US$ Libor +2.10% Class M-2 Fixed Rate due 2024 US$23,936,846 Fixed – 8.412%

All of the Notes, other than the Class F Notes, issued by the Company are held by SVG Diamond Private Equity II plc. SVG Diamond Private Equity II plc issued Notes with identical terms to those which it acquired from the Company to its investors.

14. Liability to return liquidity facility collateral An Early Amortisation Asset Erosion Event occurred on 7 May 2009. This caused a transaction test to operate which ended the investment period and moved the Company into the debt amortisation phase (as requested by a majority of the note holders), which commenced following the interest payment date in September 2009. In accordance with the transaction documents, the Company shall redeem the Private Equity Issuer (“PEI”) Notes from cash and/or any distributions received in respect of the private equity fund investments. It is anticipated that it will take a number of years to generate sufficient cash reserves to commence repayment of the Notes. The Directors do not believe that the Early Amortisation Asset Erosion Event has any impact on the going concern of the Company. A “downgrade date” occurred on 15 September 2008 (see note 15) requiring the liquidity facility provider to transfer €62,500,000 and US$75,000,000 to the Company. These amounts can either be left on deposit or invested in Money Market Funds, with no institution receiving more than 35% of the total. The term of any deposit will be no longer than 6 months, with the ratings of each institution on short term unsecured senior debt at the date of deposit being “F1+” from Fitch, “P-1” from Moody’s and “A-1+” from S&P. The Money Market Funds in which the collateral is invested carry a floating rate of return which resets daily. The Term Deposits are 6 months in term. The collateral will be repaid on the date the liquidity provider is upgraded or the date the liquidity facility agreement expires, whichever is earlier. The cost of the liquidity facility collateral for the year was €2,034,350 (2010: €1,344,047), the income earned on the related term deposits was €673,754 (2010: €422,587).

15. Liquidity facility The Company has entered into a Facilities Agreement with Banque AIG, London Branch (the “Liquidity Provider”) which provides for (i) the Tranche A facility equal to €62,500,000 and (ii) the Tranche B facility equal to US$75,000,000 for the period from the Closing Date to the 22 February 2024. On 21 July 2011 the Liquidity Provider was replaced by an affiliate, namely, AIG Financial Products Corp (the “New Liquidity Provider”). On or after the commencement of the Amortisation Period the liquidity facility will be reduced by any amount that is credited to the PEI Reserve Account such that for every Euro that is credited to this PEI Reserve Account the liquidity facility is permanently reduced by one Euro split pro rata between the Tranche A facility and the Tranche B facility. The Amortisation Period is the period over which the PEI Notes issued are to be redeemed. The Amortisation Period commenced on the payment date falling in March 2011. Amounts may be borrowed under the facility for the following purposes: – to fund the payment of senior expenses; or – to fund capital calls provided that the remaining undrawn amounts available under the facility would be sufficient to cover the senior expenses arising in the six month period subsequent to the payment of the call with the amount of such expenses being determined by the Portfolio Administrator in its reasonable commercial judgement. Drawings under the facility may be made to the extent that funds are not otherwise available for such purposes either from the Reserve account or the Collections account and non Callable Subscription Monies remain uncalled. The rate of interest applying to each advance under the facility will be the 6 month EURIBOR and 6 month USD LIBOR for Tranche A and Tranche B respectively plus a margin of 0.90% per annum. The 0.90% margin will apply until March 2016. Thereafter, the margin applying will be 1.25% per annum on condition that the loan facility downgrade event is not ongoing. A loan facility downgrade fee of Euribor plus 0.9% in the case of the EUR facility and Libor plus 0.9% in the case of the USD facility is payable in respect of any amounts undrawn under these facilities. If the Liquidity Facility Agreement had been terminated in whole, or in part, by the Company at any date prior to September 2011, a Liquidity Make-Whole Premium payable would have been calculated as the sum of the present value of the commitment and structuring fees that would otherwise have been payable had the facility continued until September 2011. In the case of a partial termination of the facility, the amount of the structuring fees that would otherwise have been payable would have been determined by reference to the proportion that the amount of the liquidity facility being cancelled bore to the liquidity facility on the cancellation date. The Liquidity Facility Agreement provides that on a “downgrade date” the liquidity facility provider is required to pay an amount equal to the Available Commitment on the Tranche A facility into the Company’s Euro Liquidity Facility Standby Reserve Account and an amount equal to Available Commitment on the Tranche B facility into the Company’s US Dollar Liquidity Facility Standby Reserve Account. The amounts must be transferred to these accounts within 15 business days of the downgrade date. The amounts payable by the liquidity facility provider are transferred as collateral for the facility. A “downgrade date” means the date on which the short term senior unsecured debt obligations of the Credit Support Provider are not rated at least F1 by Fitch and/or the short term senior unsecured debt obligations and the long term unsecured debt obligations of the Credit Support Provider are not rated at least P-1 and A-1 by Moody’s and A-1 and A+ by S&P.

SVG Diamond Holdings II Limited 21 Audited financial statements

Notes to the financial statements continued

15. Liquidity facility (continued) Such a “downgrade date” occurred on 15 September 2008 requiring the liquidity facility provider to transfer €62,500,000 and US$75,000,000 to the above mentioned accounts, these amounts being the Available Commitment on the Tranche A and Tranche B facility on that date. The amounts were transferred to the Company on 7 October 2008.

16. Stated capital

30 September 30 September 2011 2010 € €

Authorised stated capital Ordinary shares 2 2 Preferred equity shares 175,000,000 175,000,000 175,000,002 175,000,002 Issued stated capital Issued and fully called Ordinary shares of no par value 2 2 Preferred equity shares of no par value 175,000,000 175,000,000 Preferred equity share premium 7,705,140 7,705,140 182,705,142 182,705,142 Total preferred equity 182,705,140 182,705,140

There is no limit on the number of shares which may be issued by the Company. 175,000,000 nil-paid Preferred Equity Shares were issued on 22 February 2006. Of these, 90,000,000 were fully called on the same day and a further 16,600,000 shares were fully called during the year ended 30 September 2007. The remaining 68,400,000 shares were called during the year ended 30 September 2009. The ordinary shares (which are held by Structured Finance Management Offshore Limited, as share trustee) carry full voting rights and the preferred equity shares carry none except where the vote in question concerns a variation to the rights of such preferred equity shares. On a winding up of the Company, the ordinary shares entitle the holders thereof to receive, in priority to the holders of the preferred equity shares, the amount paid up on each ordinary share plus €500 per ordinary share held. On such a winding up, the balance of the assets of the Company (if any) will be distributed to the holders of the outstanding preferred equity shares in proportion to their holdings of such preferred equity shares. The preferred equity shares carry no rights to receive any dividends. The preferred equity holders do not have an option to redeem their shares. The ordinary equity shares also carry no rights to receive any dividends.

17. Reconciliation of movement in shareholders’ funds

Ordinary Preferred Net gain/(loss) equity equity on cash flow Profit and loss shares shares hedges account Total € € € € €

Year ended 30 September 2011 Profit for the year –––15,996,481 15,996,481 Movement in fair value of derivatives ––8,066,958 – 8,066,958 Movement in shareholders’ funds for the year ––8,066,958 15,996,481 24,063,439 Balance at the beginning of the year 2 182,705,140 (8,066,958) (97,121,345) 77,516,839 Balance at the end of the year 2 182,705,140 – (81,124,864) 101,580,278

Year ended 30 September 2010 Profit for the year –––28,936,266 28,936,266 Movement in fair value of derivatives ––3,440,861 – 3,440,861 Movement in shareholders’ funds for the year ––3,440,861 28,936,266 32,377,127 Balance at the beginning of the year 2 182,705,140 (11,507,819) (126,057,611) 45,139,712 Balance at the end of the year 2 182,705,140 (8,066,958) (97,121,345) 77,516,839

SVG Diamond Holdings II Limited 22 Audited financial statements

Notes to the financial statements continued

18. Net asset value per share

30 September 30 September 30 September 2011 2010 2009 € € €

Net assets attributable to preferred equity shares 101,580,276 77,516,837 45,139,710 Preferred equity shares in issue 175,000,000 175,000,000 175,000,000 Net asset value per share 0.58 0.44 0.26

19. Analysis of changes in net debt

Foreign Effective Class F Beginning exchange interest Interest loan notes End Cash flow of year movement rate charge capitalised issued of year € € € € € € €

Year ended 30 September 2011 Cash 11,284,346 6,236,640 ––––17,520,986 Notes issued (309,482,488) – (2,412,163) (1,400,027) (10,881,704) (1,180,000) (325,356,382) (298,198,142) 6,236,640 (2,412,163) (1,400,027) (10,881,704) (1,180,000) (307,835,396) Year ended 30 September 2010 Cash 40,854,624 (29,570,278) ––––11,284,346 Notes issued (296,476,483) – (9,049,843) (2,836,162) – (1,120,000) (309,482,488) (255,621,859) (29,570,278) (9,049,843) (2,836,162) – (1,120,000) (298,198,142)

20. Foreign currency translation The financial statements are prepared in Euro (€). The following exchange rates at 30 September 2011 have been used to translate assets and liabilities in other currencies to €:

30 September 30 September 2011 2010 € €

US$ 1.3388 1.3633 CHF 1.2157 1.3396 GB£ 0.8592 0.8675

21. Risks associated with investments The Company is exposed to market, currency and liquidity risk arising from the investments it holds. The Company holds investments in unlisted private equity funds which in turn hold investments in private companies. The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and control economic hedging transactions in a timely and accurate manner. The Company makes long-term commitments to private equity funds with the objective of achieving capital profits. Valuation/market risk The fund used sensitivity analysis which shows an analysis of each major factor to which the fund is exposed at the year end and shows how the profit or loss of the fund would have been affected by changes in relevant risk variables identified. However, actual results may differ from estimated amounts. The Company invests primarily in a portfolio of private equity funds. The Company does not hedge against movements in the value of these investments. Uncertainty arises as a result of future changes in the valuation of the Company’s underlying investments, the majority of which are unquoted and therefore not readily marketable. The investments held by the Company at the year end are disclosed in note 8 to the accounts. Geographic profile

30 September 30 September 2011 2010 % %

Europe 58 58 North America 42 42

The risks inherent in the investment portfolio are managed by due diligence reporting on the underlying Private Equity fund manager before participation in such investment is undertaken, to ensure optimal fund manager selection, by review of investment performance and by monitoring compliance with the fund manager’s stated objectives, investment strategy and asset allocation. The manager reviews the fair value of the investment at each quarter end date and will investigate significant variances. A 10% increase/decrease in the value of the Company’s investments with all other variables held constant would result in an increase/decrease of €42,903,532 in net asset value (2010: €39,184,891) and an increase/decrease of €0.25, 42% in net asset value per share (2010: €0.22, 51%).

SVG Diamond Holdings II Limited 23 Audited financial statements

Notes to the financial statements continued

21. Risks associated with investments (continued) Fair value is based on the General Partner (“GP”) reported fair value unless the Directors of the Company consider such valuation inappropriate. The GP reported fair value means the last audited or unaudited valuation reported by the private equity fund, based on fair values if disclosed, as adjusted for subsequent calls and distributions where applicable. For the avoidance of doubt, where GP valuations are disclosed both on a historical cost basis and based on estimated fair values, the valuation based on estimated fair values will be used, even if the GP uses a different basis in preparing the fund’s statutory accounts. Risk of appropriateness of the fair value prepared by the GP and model used by the GP are managed through due diligence on the underlying private equity funds before investments are made. Ongoing monitoring of the funds is then conducted by SVG Advisers investment team. The estimated market values of these private equity funds as determined by the GP may not reflect amounts that could be realised upon immediate sale, or amounts that may be ultimately realised. Accordingly the estimated fair values may differ significantly from the values that would have been used had a ready active market existed for those investments and the difference could be material. Interest rate risk The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. The Company had entered into interest rate swaps (refer to note 26 for details), in which the Company agreed to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount in order to hedge the cash-flow risk. These interest rate swaps terminated in September 2011 and were replaced by interest rate caps. Under the terms of these caps the Company makes periodic premium payments to the counterparty and in return receives an amount equal to the excess of the current reference rate over the cap rate on each future payment date where the reference rate exceeds the cap (refer to note 26 for details). The notional amount of the cap has been set equal to the nominal amount of the floating rate notes which the Company has issued. As such the interest rate payable on the notes is effectively capped at the rate specified in the interest rate cap agreement. All cash and money market funds held by the Company carry a floating rate of return and the term deposits carry a fixed rate of return. For any given percentage change in market interest rates the return earned by the Company on its cash and money market funds changes by the same percentage. On the assumption that the cash and money market funds balance remained constant at €101,364,371 for the next twelve months a 1% increase in the floating rate of interest would result in additional interest income of €1,013,644. Conversely a 1% decrease in the floating rate of interest applying would result in a decrease in interest income of €1,013,644.

Fixed rate Floating rate Total € € €

Year ended 30 September 2011 Assets – Collateral invested 21,204,063 83,843,385 105,047,448 – Cash – 17,520,986 17,520,986 Liabilities – Notes issued (see note 13) (102,752,182) (222,604,200) (325,356,382) – Amounts drawn under liquidity facility – (1,131,203) (1,131,203) – Liability to return collateral – (117,389,114) (117,389,114) (81,548,119) (239,760,146) (321,308,265)

Year ended 30 September 2010 Assets – Collateral invested 38,337,857 79,178,098 117,515,955 – Cash – 11,284,346 11,284,346 Liabilities – Notes issued (see note 13) (91,800,911) (219,081,604) (310,882,515) – Amounts drawn under liquidity facility ––– – Liability to return collateral – (117,513,570) (117,513,570) (53,463,054) (246,132,730) (299,595,784)

SVG Diamond Holdings II Limited 24 Audited financial statements

Notes to the financial statements continued

21. Risks associated with investments (continued) Interest rate risk (continued) Maturity profile (at carrying amount)

30 September 30 September 2011 2010 € €

Due in one year Investments – at fair value through profit or loss – – Notes Issued – – Derivatives (390,634) – Cash 17,520,986 11,284,346 Collateral invested 105,047,448 117,515,955 Amounts drawn under liquidity facility (1,131,203) – Liability to return collateral (117,389,114) (117,513,570) 3,657,483 11,286,731 Due in one to five years Investments – at fair value through profit or loss – – Notes Issued – – Derivatives (292,705) (8,066,958) Cash – – Collateral invested –– Liability to return collateral – – (292,705) (8,066,958) Due after five years Investments – at fair value through profit or loss 429,035,323 391,848,913 Notes Issued (325,356,382) (309,482,488) Derivatives – – Cash – – Collateral invested – – Liability to return collateral – – 103,678,941 82,366,425

SVG Diamond Holdings II Limited 25 Audited financial statements

Notes to the financial statements continued

21. Risks associated with investments (continued) Currency risk The Company has borrowed and invests in securities and other investments that are denominated in currencies other than the functional currency of the Company. Accordingly, the value of the Company’s assets may be affected favourably or unfavourably by fluctuations in currency rates and therefore the Company will necessarily be subject to foreign exchange risks. However, the Company has issued Notes in US$ which will act as a partial hedge against the currency exposure of assets denominated in that currency. The table below shows the Euro equivalent of foreign currency financial instruments:

30 September 30 September 2011 2010 € €

US$ Investments – at fair value through profit or loss 185,531,616 188,225,261 Financial liability – derivative financial instrument (224,364) (4,326,557) Cash 11,822,945 5,189,773 Notes issued (138,861,031) (131,812,515) Collateral invested 56,020,317 55,013,570 Liability to return collateral (56,020,317) (55,013,570) 58,269,166 57,275,962

GB£ Investments – at fair value through profit or loss 9,774,218 11,243,937 Cash 2,322,612 119,600 Notes issued – – 12,096,830 11,363,537

CHF Investments – at fair value through profit or loss – 3,561 Cash – – Notes issued – – – 3,561

SVG Diamond Holdings II Limited 26 Audited financial statements

Notes to the financial statements continued

21. Risks associated with investments (continued) Currency risk (continued) The table below shows the Company’s sensitivity to changes in exchange rates by reference to the net assets of the Company denominated in each foreign currency:

US$ GB£ CHF

Year ended 30 September 2011 Foreign currency net assets in local currency 78,010,759 10,393,354 – Foreign currency net assets in € 58,269,166 12,096,830 – Actual exchange rate 1.3388 0.8592 1.2157 Rate if foreign currency strengthened 10% 1.2049 0.7733 1.0941 Rate if foreign currency weakened 10% 1.4727 0.9451 1.3373 Net assets in € if foreign currency strengthens 64,743,517 13,440,922 – Net assets in € if foreign currency weakens 52,971,969 10,997,118 – Change if foreign currency strengthens 6,474,351 1,344,092 – Change if foreign currency weakens (5,297,197) (1,099,712) – Year ended 30 September 2010 Foreign currency net assets in local currency 78,084,319 9,857,868 4,770 Foreign currency net assets in € 57,275,962 11,363,537 3,561 Actual exchange rate 1.3633 0.8675 1.3396 Rate if foreign currency strengthened 10% 1.2270 0.7808 1.2056 Rate if foreign currency weakened 10% 1.4996 0.9543 1.4736 Net assets in € if foreign currency strengthens 63,639,958 12,626,152 3,956 Net assets in € if foreign currency weakens 52,069,056 10,330,488 3,237 Change if foreign currency strengthens 6,363,996 1,262,615 395 Change if foreign currency weakens (5,206,906) (1,033,049) (324)

SVG Diamond Holdings II Limited 27 Audited financial statements

Notes to the financial statements continued

21. Risks associated with investments (continued) Commitment/liquidity risk The nature of investing in private equity funds entails making significant financial commitments, as shown in note 25. It is anticipated that over the longer term, and in normal circumstances, commitments would be financed by distributions received on the realisation of existing investments as well as out of current financial resources. However, a residual risk remains that the Company could be unable to meet its future commitments in full.

Gross f Carrying contractual Less than One to i More than amount cash flows one year five years f five years € € € € i € Year ended 30 September 2011 Investments – at fair value through profit or loss 429,035,323 429,035,323 ––429,035,323 Cash 17,520,986 17,520,986 17,520,986 –– Collateral invested 105,047,448 105,047,448 105,047,448 –– Other receivables 4,379 4,379 4,379 – – 551,608,136 551,608,136 122,572,813 – 429,035,323

Notes issued* (325,356,382) (325,356,382) ––(325,356,382) Future interest on notes issued** – (60,429,165) (12,085,833) (48,343,332) – Other payables (5,467,820) (5,467,820) (5,467,820) –– Amounts drawn under liquidity facility (1,131,203) (1,131,203) (1,131,203) –– Liability to return collateral (117,389,114) (117,389,114) (117,389,114) –– Future interest on collateral** – (12,400,332) (2,480,066) (9,920,266) – Financial liability – derivative financial instruments (683,339) (683,339) (390,634) (292,705) – Contractual interest payable on liquidity facility*** ––––– (450,027,858) (522,857,356) (138,944,671) (58,556,303) (325,356,382) Net position 101,580,278 28,750,780 (16,371,858) (58,556,303) 103,678,941

Year ended 30 September 2010 Investments – at fair value through profit or loss 391,848,913 391,848,913 ––391,848,913 Cash 11,284,346 11,284,346 11,284,346 –– Collateral invested 117,515,955 117,515,955 117,515,955 –– Other receivables 195,895 195,895 195,895 –– 520,845,109 520,845,109 128,996,196 – 391,848,913 Notes issued* (309,482,488) (310,882,515) ––(310,882,515) Future interest on notes issued** – (51,424,294) (10,284,859) (41,139,435) – Other payables (8,265,254) (8,265,254) (8,265,254) –– Liability to return collateral (117,513,570) (117,513,570) (117,513,570) –– Future interest on collateral** – (10,242,801) (2,048,560) (8,194,241) – Financial liability – derivative financial instruments (8,066,958) (8,066,958) – (8,066,958) – Contractual interest payable on liquidity facility*** – (2,333,625) (2,333,625) –– (443,328,270) (508,729,017) (140,445,868) (57,400,634) (310,882,515) Net position 77,516,839 12,116,092 (11,449,672) (57,400,634) 80,966,398

Certain comparative figures have been reclassified to conform to current year presentation. * Due to the occurrence of an early amortisation event the Notes issued by the Company have become immediately repayable as and when the Company collects sufficient funds. It is expected that the Notes will not be fully paid down for some time as the Notes are only repayable on receipt of sufficient funds. ** Future interest payable on the Notes issue and loan facility downgrade fee on the collateral has been estimated based on the interest rates at the year end and assuming both are repaid in full after year 5. *** Contractual commitment fee of 0.35% per annum. The commitment fee is payable on the undrawn portion of the facility. In the case of drawn down amounts no commitment fee is payable but a higher interest charge is payable on the drawn amounts. Due to the downgrade of the liquidity provider the full amount of the facility was received by the Company and placed on account in accordance with the facilities agreement on 7 October 2008. As such the Company is required to pay interest at EURIBOR (USD LIBOR in the case of the US Dollar Tranche) plus a margin of 0.90% from the date of the drawdown. The gross contractual cash flows from investments at fair value through profit or loss will vary in accordance with future movements in the value of these investments. The exact timing of the receipt of these investments is not fixed and is at the discretion of the managers of the respective funds.

SVG Diamond Holdings II Limited 28 Audited financial statements

Notes to the financial statements continued

21. Risks associated with investments (continued) Commitment/liquidity risk (continued) At 30 September 2011, the Company had uncalled commitments of €115,708,917 (2010: €168,642,877), which are expected to be called over a number of years. It should be noted that when these commitments are funded they will typically be used to make investments and therefore create an asset that would be expected to be realised for cash over the longer term. The uncalled commitments and future interest on Notes issued are expected to be financed out of a combination of existing cash resources and distributions received from the private equity fund portfolio. In addition, the Company has access to a Liquidity Facility of €62,500,000 and US$75,000,000 with Banque AIG, London Branch, which can be utilised if required. The terms on which the liquidity facility may be utilised are outlined in note 15. The amounts drawn down under the liquidity facility, which give rise to the future contractual interest payments due, have been placed in an interest bearing account. The interest payable is expected to be partly covered by the interest earned on the account with any remaining amounts due being covered by distributions received from private equity funds.

Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from its cash deposits, term deposits and its investment in money market funds. The maximum exposure to credit risk at the statement of financial position date was:

30 September 30 September 2011 2010 € €

Cash 17,520,986 11,284,346 Collateral invested 105,047,448 117,515,955 Other receivables 4,379 195,895 122,572,813 128,996,196

To manage credit risk, the Company ensures the ratings of all institutions, with which funds are deposited, are in line with the minimum ratings prescribed in the offering circular. The Company holds no financial assets which are past due or impaired. Operational risk Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company’s processes, personnel and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Company’s operations.

Holdings risk In certain circumstances, the Company may wish to transfer its holdings in particular funds. In a majority of the funds in which the Company invests, the general partner or manager has the ultimate right, similar to that exercisable by the Board of a Private Company, to refuse to register the transfer of an interest. While the Company has no reason to believe that any request for the transfer of an interest would be refused, it is of course conceivable that the general partner’s or manager’s overriding fiduciary duty could result in it refusing to register a particular transfer proposed by the Company.

22. Fair values FRS 29 Financial Instruments: Disclosures establishes a hierarchical framework which prioritises and ranks the level of observability of inputs used in measuring financial assets and financial liabilities and fair value. The observability of inputs is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices for which fair value can be measured from quoted prices in active markets will generally have a higher degree of market price observability and a lesser degree of judgement applied in determining fair value. The financial statements include financial instruments whose values have been estimated in the absence of readily ascertainable market values. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material. The three-level hierarchy for fair value measurement is defined as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and Level 3 Inputs that are unobservable. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Most of the Company’s investments have been classified within level 3 as they have unobservable inputs and as they trade infrequently or not at all. The valuation techniques used by the Company are explained in the accounting policies set out in note 2.

SVG Diamond Holdings II Limited 29 Audited financial statements

Notes to the financial statements continued

22. Fair values (continued) The following table presents the investments carried on the statement of financial position by level within the valuation hierarchy as at 30 September 2011.

30 September 30 September 2011 2010 € €

Financial assets at fair value through profit or loss Level 1 – – Level 2 8,174,668 7,572,677 Level 3 420,860,655 384,276,236 429,035,323 391,848,913

The following table includes a roll forward of the amounts for the year ended 30 September 2011 for investments classified within level 3. The classification of an investment within level 3 is based upon the significance of the unobservable inputs for the overall fair value measurement. A 10% increase/decrease in the value of the Company’s investments with all other variables held constant would result in an increase/decrease of €42,086,066 in net asset value (2010: €38,427,624) and an increase/decrease of €0.24, 41% in net asset value per share (2010: €0.22, 50%).

30 September 30 September 2011 2010 € €

Fair value measurement using level 3 inputs Opening balance 384,276,236 306,539,186 Calls and purchases 63,519,346 49,522,194 Distributions (65,358,577) (31,191,143) Unrealised and realised gains on investments 36,459,742 47,217,451 Foreign exchange movements 1,963,908 12,188,548 420,860,655 384,276,236

The following table presents the derivative financial liabilities carried on the statement of financial position by level within the valuation hierarchy as at 30 September 2011.

30 September 30 September 2011 2010 € €

Financial liability – derivative financial instrument Level 1 – – Level 2 683,339 8,066,958 Level 3 – – 683,339 8,066,958

The classification of the derivatives within level 2 is based upon the significance of the observable inputs for the overall fair value measurement.

23. Related party transactions SVG Advisers Limited (“SVGA”), a wholly-owned subsidiary of SVG Capital plc, is entitled to an Investment Advisory Fee equal to 1.0% per annum on the principal balance of the Notes in issue plus the Preferred Equity, both measured at the Closing Date of the transaction (22 February 2006). The fee is split 80:20 between a cash settlement and an issue of Class F Notes (minimum denomination of €10,000, with any excess balance carried forward). The maximum nominal value of F Notes issuable by the Company is €15,000,000. The aggregate number of F Notes in issue at 30 September 2011 was €5,750,000 (2010: €4,570,000). The fee calculation changed to an asset basis following the Payment Date falling in March 2010. Under the terms of the transaction, SVGA has established an Advisory Committee to consider private equity opportunities available to the Company in light of its Investment Guidelines. SVGA can recover the fees and reasonable expenses payable to the Chairman and Investment Professional Members of the Committee, subject to the annual cap on administrative expenses. SVGA Members of the Committee and the Preferred Equity Holders Observers are not entitled to fees. SVGA incurred costs on behalf of the Company during the year under review. Such costs have been recovered, subject to the annual cap on administrative expenses, on the relevant Payment Dates. Insignificant amounts of costs incurred by SVGA on behalf of the Company had not been reimbursed to SVGA as at the year end. These amounts will be included in future payments subject to the annual expenses cap applicable in those future periods. SVG Diamond Private Equity II Plc which owns all notes other than the Class F notes issued by the Company, was owed €37,468 at the year end (2010: €37,468). Directors’ remuneration and beneficial interest in share capital The Directors do not have a beneficial interest in the share capital of the Company. The Directors do not receive fees directly from the Company. Fees for their services are paid to Structured Finance Management Offshore Limited (“SFM”). Directors of the Company also hold directorship of SFM.

SVG Diamond Holdings II Limited 30 Audited financial statements

Notes to the financial statements continued

24. Post-balance sheet events There were no significant post balance sheet events.

25. Uncalled commitments

30 September 30 September 2011 2010 € €

3i Eurofund V 3,125,000 8,062,500 ACT 2001 Venture Capital Fund 768,015 1,268,015 Activa Capital Fund II 5,594,937 8,196,567 Advent International GPE VI 4,225,000 6,500,000 Alcentra Mezzanine Fund I 542,857 542,857 Almack Mezzanine 1,137,956 3,052,673 American Capital Equity II 3,609,181 3,573,600 Apollo Overseas Partners VI 648,955 680,099 Barclays Private Equity European Fund III 1,874,699 2,411,210 Blackstone Capital Partners V 2,545,185 3,462,482 Brera Capital Partners 544,974 537,959 Bridgepoint Europe IV 8,281,806 11,452,852 Candover 2005 Fund UK No. 2 291,782 483,632 Capvis Equity – 225,134 Carlyle Europe Partners III 2,343,001 5,177,199 Carlyle Partners V 6,691,834 7,984,442 The first Cinven Fund 68,569 183,291 The second Cinven Fund 200,240 807,055 The fourth Cinven Fund 7,441,737 9,391,449 Conning Capital Partners VI 115,273 113,201 Credit Suisse First Boston Equity Partners 83,547 185,352 CVC European Equity Partners V 10,888,978 15,934,618 Diamond Castle IV 1,901,546 3,079,533 Doughty Hanson & Co. III 267,150 262,349 Doughty Hanson & Co. V 7,117,102 7,734,403 Duke Street Capital VI 704,163 1,944,833 Gryphon Partners II 141,583 139,039 GS Capital Partners II 126,573 124,298 Industri Kapital 2007 Fund 2,793,481 8,301,093 Italian Private Equity Fund III 4,137 34,924 Italian Private Equity Fund IV 207,245 244,346 Jefferies Capital Partners IV 1,032,197 1,631,443 JLL Partners Fund III 340,291 334,175 JLL Partners Fund IV 384,798 373,596 JLL Partners Fund V 1,016,347 1,124,314 KKR 2006 Fund 2,727,592 4,624,074 Landmark Equity Partners XIII 448,341 577,267 The Lightyear Fund 422,521 434,512 The Lightyear Fund II 1,951,161 5,258,127 Madison Dearborn Capital Partners V 3,033,346 2,186,879 MD Sass Corporate Resurgence Partners – 3,939 Monitor Clipper Equity Partners I 326,162 29,362 Nova/Paul Capital Investments SCA 967,575 958,295 Oakhill Capital Partners II 398,800 541,413 Olympus Growth Fund V 7,045,986 8,934,094

SVG Diamond Holdings II Limited 31 Audited financial statements

Notes to the financial statements continued

25. Uncalled commitments (continued)

30 September 30 September 2011 2010 € €

P1234 1,000,000 1,000,000 Pequot Offshore Healthcare Venture Fund 29,878 29,341 Pequot Offshore Private Equity Fund III 43,983 44,843 Pequot Venture Partners II – 8,252 Permira IV 10,300,000 15,200,000 Resolute Fund II 4,055,123 4,990,384 Stonebridge Partners Equity Fund II 23,529 23,106 Stonebridge Partners Equity Fund III 1,450,285 1,446,362 Symmetric Partners 3,785,875 5,180,705 Vestar Capital Partners III 190,458 187,036 Welsh, Carson, Anderson & Stowe X 448,163 1,430,353 115,708,917 168,642,877

26. Derivatives The Company had entered into an interest rate Swap Agreement with Swiss Re under the terms of which the Company would make periodic payments of fixed rates of interest calculated on notional amounts of €131,500,000 and US$119,400,000, and in return the Company would receive periodic payment of floating rates of interest calculated on notional amounts of €131,500,000 and 6 month Euribor and US$119,400,000 and 6 month US$ Libor. The US dollar-denominated swap was effective from the closing date of the Fund on 22 February 2006. The euro-denominated swap came into effect on 28 March 2008. Both swaps terminated in September 2011 and were replaced by two new Interest Rate Cap Transactions with Lloyds TSB Bank plc. Under the terms of the new agreements the Company will make periodic fixed payments of €133,473 and $83,755. In return the Company would receive periodic payments of floating rates of interest calculated on notional amounts of €131,500,000 and 6 month Euribor and US$119,400,000 and 6 month US$ Libor where those rates exceeded the caps of 4.0800% and 5.4625% respectively. The Company used the original derivative financial instrument to hedge its risk associated with interest rate fluctuations, however the Company has not adopted hedge accounting in respect of the new interest rate caps. It is not the Company’s policy to trade in derivative instruments. Derivative instruments are initially recognised in the balance sheet at fair value and are subsequently re-measured at their fair value. Fair value is based on information provided by the derivative counterparty. Gains or losses arising in the fair value of cash flow hedges in the form of derivative instruments are taken directly to equity. Such gains and losses are taken to the capital reserve in the balance sheet. The full movement in value of the Swap Agreement previously taken to the capital reserve has been reversed on its termination. Gains or losses arising on derivatives not designated as hedging instruments are recognised directly in the profit and loss account. On maturity or early redemption the realised gains or losses arising from cash flow hedges in the form of derivative instruments are taken to the profit and loss account, with an associated transfer from the capital reserve to the profit and loss reserve in the statement of total recognised gains and losses in respect of unrealised gains or losses arising in the fair value of the same arrangement. The Company considers its derivatives qualify for hedge accounting when the following criteria are satisfied: – the instrument is formally designated and documented at inception; – the transaction to which the hedging instrument applies must be highly probable and expose the Company to variations in cash flows that could affect profit or loss; – it must be highly effective in achieving the required changes in cash flows; – the effectiveness must be reliably measurable; and – it must be assessed annually to determine that it is still highly effective. The Company’s interest rate hedge was 100% effective.

27. Approval of financial statements The financial statements were approved by the board of Directors on 25 January 2012.

SVG Diamond Holdings II Limited 32 Audited financial statements

Job No.: Proof Event: Park Communications Ltd 9738 6 Alpine Way London E6 6LA Customer: Project Title: T: F: SVG Annual Report 30 Sept 2011 020 7055 6500 020 7055 6600