Deal Summary Transaction Documents - City Capital · Deal Summary Transaction Documents Press Clippings October 2003 US$130 million Block Trade ... Deal Summary Case Study July 2003

The Financial Times, October 2003 The Financial Times, October 2003

Deal Summary Transaction Documents

Press Clippings

October 2003

US$130 million Block Trade

Placing 31.7% stake

Lead Arranger & Bookrunner

Highlights:

• US$130 million block trade with a 10% stake acquired byBarrick Gold and the remainder placed in the market

• Generated US$306 million of demand in 8 hours in a 3xcovered deal (excluding Barrick block)

Selling Memorandum Research

Daily Telegraph, October 2003 The Times, October 2003

Deal Summary Case Study

July 2003

Offer to acquirean additional 20% stake in

for £50 million viaa structured offer of puts (SOP)

Financial Advisors to Offeror

Financial Times,22 July 2003

Put Option Position DiagramOfferingMemorandum

• Structured as an offer of put options over 20% of theoutstanding share capital of Monsoon. Investorspurchasing the puts acquired the right but not theobligation to sell their shares to Stoneycroft at a fixedprice of 140p.

• Upon the completion of the transaction, Monsoontransferred its listing from the Official List of the LSEonto the Alternative Investment Market (AiM).

• Structured as an alternative to the standard tenderoffer, the SOP structure has inherently less risk andallows for a significantly longer offer period and alsoflexibility on the pricing with regards to the put optionprice.

• The structure allowed investors a considerable amountof time to make an investment decision.

• Institutions purchasing the put options boughtdownside protection for 3 months with a guarantee ofan exit, in size, at a fixed price.

• The SOP structure provides an attractive mechanismfor a controlling shareholder to raise its stake in acompany.

• Facilitated an exit opportunity for investors in a tightlyheld stock.

• Demonstrates 3C’s capability to offer innovative,tailored solutions for our clients.

Profit

Loss

Existing Shares

140 Put @ 10 Premium

Net Position ofshares and Put

Put ProtectionExisting sharesNet Position

0

-10

110 120 130 140 150 160


Highlights

June 2004

US$28 million Secondary Offering

for

onRTS and MICEX in Russia

Financial Advisor

• 3C acted as joint financial advisor with ABD Capital and generated15% of the demand

• Joint lead managers: 3C, Aton Capital, Deutsche UFG, TroikaDialog

• 15 million new shares issued, increasing the free float fromapproximately 26% to 36%

• Transaction successfully completed despite difficult marketconditions with the RTS Index declining over 15% between theannouncement and closing

Offering Prospectus Research Term Sheet

Highlights

• “Accelerated” IPO structure was utilised with a cash shellintroduced to AiM via a fully underwritten institutional placing

• The listed shell, inter alia, conditional upon the admission,agreed to acquire Centaur Communications

• 3C generated £5 million of demand representing 4% of thetransaction


March 2004

£134 million accelerated IPO

onthe AIM market of the LSE

Placing Agent

IPO Research IPO Placing Memorandum


Deal Highlights

April 2004

US$9.5 million Pre-IPO Private Placement

for

Financial Advisor

Pre-IPO PrivatePlacement Memorandum

Pre-IPO Research Financing Summary

• Tight two week targeted marketing process with 17 of the 23investors approached taking part in the transaction

• Pan-European distribution with majority of shares placed withUK and Swiss investors

• Proceeds used to advance the development of assets inpreparation for the planned IPO on the AiM market of the LSE


Press Clippings

August / November 2003

US$4 million pre-IPO Private Placement

&£16 million IPO

of


Corporate Advisor / Placing Agent

Highlights:

• Pre-IPO fund raising completed in 6 weeks

• 3C generated c. 20% of IPO demand and introduced acomplementary international investor base away fromtraditional London-based mining investors

• AngloGold Ashanti recently acquired strategic stake

Pre-IPO Private Placement

Research


Memorandum

IPO Research IPO Prospectus

TRANS-SIBERIAN GOLD LIMITEDPlacing of up to 650,000 New Ordinary Shares with Warrants (with an exercise price of $5,

American style and a tenor of 2 years)at $4.00 per share

Private Placing Memorandum

Adviser to the Company

City Capital Corporation Limited

Page 1

The Moscow Times, November 2003 The Financial Times, November 2003

Daily Telegraph, October 2003 Mining Journal, November 2003


Press Clippings

April 2003

€16 million strategic saleof

to

Financial Advisor to Euroad

Highlights:

• 3C approached 83 prospective buyers worldwide with CEO/FD levelcontacts initiated with 80% of the prospective strategic buyers

• Full upfront cash consideration paid on completion

• Transaction completed on a fast track timetable

• 3C ensured the Company’s management was able to successfullycontinue to run the business throughout the execution process

• One of the largest M&A transactions in Poland over the last 3years

• Euroad demonstrated that attractive valuation multiples can beachieved for good quality C&EE corporates

InformationMemorandum

Prospective Buyers List Sector OverviewResearch

Puls Biznesu, April 2003 Biznes Warszawski, April 2003

Gazeta Prawna, April 2003 Rzeczpospolita, April 2003


Research Coverage

June 2003

US$6 millionBond with warrants

Financial Advisor

Highlights:

• 3C provided continued support to RBC by raising funds tofinance RBC’s TV venture

• Dedicated related research coverage, focusing both on thecompany and the sector

• TV channel has been a highly successful venture for theCompany

Bond with Warrant Prospectus Market Update

RBC-TV Research Pay TV in Emerging MarketsOverview Report


Press Clippings

December 2002

£25 millionInitial Public Offering

of


Capital Markets Advisor

Highlights:

• Advised Highland Gold independently of the Lead Manager

• First AiM stock to utilise a Greenshoe

• Largest listed Russian gold pure play at the time

• Largest mining stock, second largest company on AiM, at thetime

IPO Placing Memorandum IPO Research

Investors Chronicle, December 2002 The Moscow Times, December 2002

Financial Times, December 2002 Independent, December 2002


Press Clippings

April 2002

US$13 million IPOof

onRTS and MICEX in Russia

Financial Advisor

Highlights:

• Advised RBC independently of the Lead Manager

• 3C was also involved in the Pre-IPO convertible bond

• 5 times oversubscribed deal with orders received for US$64million

• First domestic Russian IPO with a simultaneous listing on RTSand MICEX; First media/IT IPO in Russia

• Market capitalisation at IPO of US$83 million doubling over thenext 12 months

Pre-IPO Convertible BondProspectus

IPO Prospectus IPO Research

Sunday Times The Moscow Times

IFR Financial Times

Deal Summary

September 2004

Over £5 million Placing ofConvertible Cumulative Redeemable

Preference Shares for

Financial Advisor

Highlights:

� 3C raised £5.4 million with majority of shares placed

with international institutional investors.

� Proceeds used to expand in new markets inparticular, India, the USA and South Africa.

� Planned IPO on AIM of the LSE in 2006 / 2007.

Transaction Documents

Private Placement Memorandum Research

Press Clippings

Financial Times June 2005 Financial Mail November 2005

Deal Summary

July 2005

$10 millionPre-IPO Private Placement

by

Tynda Forest Holdings Limited

Financial Advisor

Highlights:

� Peter Hambro’s latest Russian venture in the timberharvesting sector

� Company exports logs to the two largest timberimporting countries in Asia of China and Japan

� Majority of the $10 million placed with institutionsdespite UK investor’s general unfamiliarity with thesector


Private Placement Memorandum,Jaakko Poyry Resource Verification Report

Research,Financing Summary

Roadshow Presentation, Photo Book

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Deal Summary

May 2006

£20.4 million Reverse Takeover

of Bora Communications plc by

following a £4.1 million


Capital Markets Adviser

Highlights:

IPO of Eleksen Limited, an electronic sensor technology

company, via a reverse takeover of Bora Communications,

an AIM listed cash shell controlled by 3C

Shareholders include MTI, 3i and Siemens Venture Capital

Pre-IPO fundraising size increased due to excess demand

Customers include Microsoft, Spyder, O’neill and Kenpo

Strong patent portfolio


AIM Readmission

Document 3C Research Financing Summary

Press Clippings

The Independent, 2 May 2006

Shares, 20 April 2006 Financial Times

2 May 2006 6 April 2006

City A.M. 6 April 2006

Deal Summary

September 2005

IPO

raised

£500,000

for

Corporate Broker

Highlights:

Successful flotation for this Diamond exploration company operating in Finland

Provided working capital to support exploration programme and drilling

Successful start made to new programme

City Capital Securities first IPO, fundraising and Corporate Brokership


Annual Report Admission Document Pathfinder

Press Clippings

Sharecast: 1stSeptember 2005 Growth Company: 31st August 2005

Deal Summary

April 2006

Institutional

Secondary

Placing

£500,000

Corporate Broker

Highlights:

Proceeds to fund advanced exploration and drilling programme in 600 sq mile licence area in Ireland (North & South)

Funding sufficient to reach pre-feasibility stage / joint venture partner


Location of Licence Area Annual Report 2005 Institutional Placing Presentation

Press Clippings

World Gold Analyst: April 2006 Press Release: 6th April 2006