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Aalto Capital's event 21st January 2010. Tim Richardson, Director, Altium Capital Andy Richards, Director, Altium Capital
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1Strictly Private amp Confidential
Introduction to AIM IPOs
January 2010
Tim Richardson
Andy Richards30 St James‟s SquareLondon SW1Y 4AL
England
2Strictly Private amp Confidential
Overview of Altium
Full service integrated and independent investment bank
Strong entrepreneurial spirit 100 employee owned
Pan European footprint - network of locally staffed offices
Focussed on high quality small and mid cap growth stocks
Active in AIM market - registered NOMAD and Broker with 35 retained AIM clients
Experienced institutional sales team with proven track record of distribution
ndash Raised over pound1 billion of capital since 2005
Market leading equity research
ndash 12 specialist sector analysts covering 138 stocks
Further information on Altium is contained in the Appendix
Provide advice guidance on all aspects of an IPO and afterwards as a quoted company
3Strictly Private amp Confidential
Introduction
The UK IPO market effectively closed around Q1 2008
More recently investors have been occupied with supporting secondary fundraisings
ndash More than pound76 billion raised in the UK in the year to December 2009
Howeverhellip
hellipequity markets are recovering and a handful of IPOs have successfully completed
Expectations are that IPO activity will increase throughout 2010
This presentation seeks to give an overview of
ndash UK stock market conditions
ndash Investor sentiment particularly regarding international companies
ndash AIM IPO considerations and process
4Strictly Private amp Confidential
0
10
20
30
40
50
60
70
80
90
0
2
4
6
8
10
12
14
16
18
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Vola
tilit
y In
dex
Funds R
ais
ed (
poundbn)
New Secondary Volatility Index
The UK Stock Market
Sustained rises in share prices over the last
10 months (AIM All Share up 84 since
March 2009 low)
Equity market volatility and IPO volumes have
been closely correlated historically
ndash Volatility spiked in Q4 2008 but has
reduced significantly since
Anecdotal evidence suggests a substantial
IPO pipeline
Underlying institutional liquidity robust
Capital markets do remain nervous but
further successful IPOs should generate
confidence
Comments AIM All Share Performance
AIM Issuance vs Market Volatility
Market conditions appetite for IPOs improving
200
400
600
800
1000
1200
AIM All Share
5Strictly Private amp Confidential
Press commentary
ldquoThe availability of debt funding continuesto be restricted and as equity markets arestarting to show signs of life once more IPOswill be back on the agenda for manycompaniesrdquoMondaq Business Briefing January 2010
ldquo2010 is a year of opportunity on the AIMmarkethellip and for those considering an IPOgetting the timing right to take advantage ofcash which has been hoarded in 2009 and isnow looking for a home will be keyrdquoMondaq Business Briefing 5 January 2010
ldquoStrong support for secondary issuestogether with renewed confidence in theMampA market bodes well for the returnof IPO activity in 2010rdquoErnst amp Young December 2009
ldquoIf 2009 was the UKs year ofthe rescue rights issue 2010 isset to be the year of the IPOrdquoThe Times 1 January 2010
ldquoPipeline of new companies lookingto float in 2010 is promisingrdquoThe Oil Daily 28 December 2009
6Strictly Private amp Confidential
0
2
4
6
8
10
12
14
16
18
0
20
40
60
80
100
120
2002 2003 2004 2005 2006 2007 2008 2009
Funds R
ais
ed (
poundbn)
Mark
et Valu
e (
poundbn)
Market Value Funds Raised
Background on AIM
Exchange (not EU) regulated market
ndash Owned and operated by the LSE
ndash Reduced regulatory burden
Designed for smaller growing companies
Some perception instability issues following bullmarket excesses and recent stream of de-listings
ndash May prejudice some investors willingness toinvest and impact liquidity
excludes unvalued and suspended securities
Background Market value Funds Raised
Market Growth Distribution by Market Capitalisation
0
500
1000
1500
2000
2500
3000
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of C
om
panie
s
AIM Official List
122
207
190
287
199
122
101
37
81
0
50
100
150
200
250
300
350
0 - 2 2 - 5 5 - 10 10 - 25 25 - 50 50 - 100 100 - 250 250 - 500 500 -
1000
1000+
Num
ber
of Com
panie
s
Market Cap (poundm)
7Strictly Private amp Confidential
General financial
OtherAutomobiles
Industrial Transportation
Telecoms
Chemicals
Food Producers
IT hardware
General Retailers
Construction and Building Materials
Electronic and Electrical
Equipment
Equity Investment Instruments
HealthReal Estate
Pharmaceuticals
Household Goods
Engineering
Oil and Gas
Travel amp Leisure
Mining
Media
Support Services
Software and Computer Services
Growth critical hellip sector neutral
AIM Companies by Sector
8Strictly Private amp Confidential
AIM is an international market
LSE has actively sought to internationalise AIM
Strong constituency of international companies
ndash 241 international companies (19 of total) at December 2009
ndash Many more with a majority of their operations outside the UK
Recent reduction in number is proportionate with general rationalisation of the market
International companies on AIMhellip hellipas a proportion of total market
0
500
1000
1500
2000
2002 2003 2004 2005 2006 2007 2008 2009N
um
ber of C
om
panie
s
International UK
5060
116
220
304
347
317
241
0
50
100
150
200
250
300
350
400
2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of in
tern
ational c
om
panie
s
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
2Strictly Private amp Confidential
Overview of Altium
Full service integrated and independent investment bank
Strong entrepreneurial spirit 100 employee owned
Pan European footprint - network of locally staffed offices
Focussed on high quality small and mid cap growth stocks
Active in AIM market - registered NOMAD and Broker with 35 retained AIM clients
Experienced institutional sales team with proven track record of distribution
ndash Raised over pound1 billion of capital since 2005
Market leading equity research
ndash 12 specialist sector analysts covering 138 stocks
Further information on Altium is contained in the Appendix
Provide advice guidance on all aspects of an IPO and afterwards as a quoted company
3Strictly Private amp Confidential
Introduction
The UK IPO market effectively closed around Q1 2008
More recently investors have been occupied with supporting secondary fundraisings
ndash More than pound76 billion raised in the UK in the year to December 2009
Howeverhellip
hellipequity markets are recovering and a handful of IPOs have successfully completed
Expectations are that IPO activity will increase throughout 2010
This presentation seeks to give an overview of
ndash UK stock market conditions
ndash Investor sentiment particularly regarding international companies
ndash AIM IPO considerations and process
4Strictly Private amp Confidential
0
10
20
30
40
50
60
70
80
90
0
2
4
6
8
10
12
14
16
18
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Vola
tilit
y In
dex
Funds R
ais
ed (
poundbn)
New Secondary Volatility Index
The UK Stock Market
Sustained rises in share prices over the last
10 months (AIM All Share up 84 since
March 2009 low)
Equity market volatility and IPO volumes have
been closely correlated historically
ndash Volatility spiked in Q4 2008 but has
reduced significantly since
Anecdotal evidence suggests a substantial
IPO pipeline
Underlying institutional liquidity robust
Capital markets do remain nervous but
further successful IPOs should generate
confidence
Comments AIM All Share Performance
AIM Issuance vs Market Volatility
Market conditions appetite for IPOs improving
200
400
600
800
1000
1200
AIM All Share
5Strictly Private amp Confidential
Press commentary
ldquoThe availability of debt funding continuesto be restricted and as equity markets arestarting to show signs of life once more IPOswill be back on the agenda for manycompaniesrdquoMondaq Business Briefing January 2010
ldquo2010 is a year of opportunity on the AIMmarkethellip and for those considering an IPOgetting the timing right to take advantage ofcash which has been hoarded in 2009 and isnow looking for a home will be keyrdquoMondaq Business Briefing 5 January 2010
ldquoStrong support for secondary issuestogether with renewed confidence in theMampA market bodes well for the returnof IPO activity in 2010rdquoErnst amp Young December 2009
ldquoIf 2009 was the UKs year ofthe rescue rights issue 2010 isset to be the year of the IPOrdquoThe Times 1 January 2010
ldquoPipeline of new companies lookingto float in 2010 is promisingrdquoThe Oil Daily 28 December 2009
6Strictly Private amp Confidential
0
2
4
6
8
10
12
14
16
18
0
20
40
60
80
100
120
2002 2003 2004 2005 2006 2007 2008 2009
Funds R
ais
ed (
poundbn)
Mark
et Valu
e (
poundbn)
Market Value Funds Raised
Background on AIM
Exchange (not EU) regulated market
ndash Owned and operated by the LSE
ndash Reduced regulatory burden
Designed for smaller growing companies
Some perception instability issues following bullmarket excesses and recent stream of de-listings
ndash May prejudice some investors willingness toinvest and impact liquidity
excludes unvalued and suspended securities
Background Market value Funds Raised
Market Growth Distribution by Market Capitalisation
0
500
1000
1500
2000
2500
3000
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of C
om
panie
s
AIM Official List
122
207
190
287
199
122
101
37
81
0
50
100
150
200
250
300
350
0 - 2 2 - 5 5 - 10 10 - 25 25 - 50 50 - 100 100 - 250 250 - 500 500 -
1000
1000+
Num
ber
of Com
panie
s
Market Cap (poundm)
7Strictly Private amp Confidential
General financial
OtherAutomobiles
Industrial Transportation
Telecoms
Chemicals
Food Producers
IT hardware
General Retailers
Construction and Building Materials
Electronic and Electrical
Equipment
Equity Investment Instruments
HealthReal Estate
Pharmaceuticals
Household Goods
Engineering
Oil and Gas
Travel amp Leisure
Mining
Media
Support Services
Software and Computer Services
Growth critical hellip sector neutral
AIM Companies by Sector
8Strictly Private amp Confidential
AIM is an international market
LSE has actively sought to internationalise AIM
Strong constituency of international companies
ndash 241 international companies (19 of total) at December 2009
ndash Many more with a majority of their operations outside the UK
Recent reduction in number is proportionate with general rationalisation of the market
International companies on AIMhellip hellipas a proportion of total market
0
500
1000
1500
2000
2002 2003 2004 2005 2006 2007 2008 2009N
um
ber of C
om
panie
s
International UK
5060
116
220
304
347
317
241
0
50
100
150
200
250
300
350
400
2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of in
tern
ational c
om
panie
s
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
3Strictly Private amp Confidential
Introduction
The UK IPO market effectively closed around Q1 2008
More recently investors have been occupied with supporting secondary fundraisings
ndash More than pound76 billion raised in the UK in the year to December 2009
Howeverhellip
hellipequity markets are recovering and a handful of IPOs have successfully completed
Expectations are that IPO activity will increase throughout 2010
This presentation seeks to give an overview of
ndash UK stock market conditions
ndash Investor sentiment particularly regarding international companies
ndash AIM IPO considerations and process
4Strictly Private amp Confidential
0
10
20
30
40
50
60
70
80
90
0
2
4
6
8
10
12
14
16
18
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Vola
tilit
y In
dex
Funds R
ais
ed (
poundbn)
New Secondary Volatility Index
The UK Stock Market
Sustained rises in share prices over the last
10 months (AIM All Share up 84 since
March 2009 low)
Equity market volatility and IPO volumes have
been closely correlated historically
ndash Volatility spiked in Q4 2008 but has
reduced significantly since
Anecdotal evidence suggests a substantial
IPO pipeline
Underlying institutional liquidity robust
Capital markets do remain nervous but
further successful IPOs should generate
confidence
Comments AIM All Share Performance
AIM Issuance vs Market Volatility
Market conditions appetite for IPOs improving
200
400
600
800
1000
1200
AIM All Share
5Strictly Private amp Confidential
Press commentary
ldquoThe availability of debt funding continuesto be restricted and as equity markets arestarting to show signs of life once more IPOswill be back on the agenda for manycompaniesrdquoMondaq Business Briefing January 2010
ldquo2010 is a year of opportunity on the AIMmarkethellip and for those considering an IPOgetting the timing right to take advantage ofcash which has been hoarded in 2009 and isnow looking for a home will be keyrdquoMondaq Business Briefing 5 January 2010
ldquoStrong support for secondary issuestogether with renewed confidence in theMampA market bodes well for the returnof IPO activity in 2010rdquoErnst amp Young December 2009
ldquoIf 2009 was the UKs year ofthe rescue rights issue 2010 isset to be the year of the IPOrdquoThe Times 1 January 2010
ldquoPipeline of new companies lookingto float in 2010 is promisingrdquoThe Oil Daily 28 December 2009
6Strictly Private amp Confidential
0
2
4
6
8
10
12
14
16
18
0
20
40
60
80
100
120
2002 2003 2004 2005 2006 2007 2008 2009
Funds R
ais
ed (
poundbn)
Mark
et Valu
e (
poundbn)
Market Value Funds Raised
Background on AIM
Exchange (not EU) regulated market
ndash Owned and operated by the LSE
ndash Reduced regulatory burden
Designed for smaller growing companies
Some perception instability issues following bullmarket excesses and recent stream of de-listings
ndash May prejudice some investors willingness toinvest and impact liquidity
excludes unvalued and suspended securities
Background Market value Funds Raised
Market Growth Distribution by Market Capitalisation
0
500
1000
1500
2000
2500
3000
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of C
om
panie
s
AIM Official List
122
207
190
287
199
122
101
37
81
0
50
100
150
200
250
300
350
0 - 2 2 - 5 5 - 10 10 - 25 25 - 50 50 - 100 100 - 250 250 - 500 500 -
1000
1000+
Num
ber
of Com
panie
s
Market Cap (poundm)
7Strictly Private amp Confidential
General financial
OtherAutomobiles
Industrial Transportation
Telecoms
Chemicals
Food Producers
IT hardware
General Retailers
Construction and Building Materials
Electronic and Electrical
Equipment
Equity Investment Instruments
HealthReal Estate
Pharmaceuticals
Household Goods
Engineering
Oil and Gas
Travel amp Leisure
Mining
Media
Support Services
Software and Computer Services
Growth critical hellip sector neutral
AIM Companies by Sector
8Strictly Private amp Confidential
AIM is an international market
LSE has actively sought to internationalise AIM
Strong constituency of international companies
ndash 241 international companies (19 of total) at December 2009
ndash Many more with a majority of their operations outside the UK
Recent reduction in number is proportionate with general rationalisation of the market
International companies on AIMhellip hellipas a proportion of total market
0
500
1000
1500
2000
2002 2003 2004 2005 2006 2007 2008 2009N
um
ber of C
om
panie
s
International UK
5060
116
220
304
347
317
241
0
50
100
150
200
250
300
350
400
2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of in
tern
ational c
om
panie
s
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
4Strictly Private amp Confidential
0
10
20
30
40
50
60
70
80
90
0
2
4
6
8
10
12
14
16
18
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Vola
tilit
y In
dex
Funds R
ais
ed (
poundbn)
New Secondary Volatility Index
The UK Stock Market
Sustained rises in share prices over the last
10 months (AIM All Share up 84 since
March 2009 low)
Equity market volatility and IPO volumes have
been closely correlated historically
ndash Volatility spiked in Q4 2008 but has
reduced significantly since
Anecdotal evidence suggests a substantial
IPO pipeline
Underlying institutional liquidity robust
Capital markets do remain nervous but
further successful IPOs should generate
confidence
Comments AIM All Share Performance
AIM Issuance vs Market Volatility
Market conditions appetite for IPOs improving
200
400
600
800
1000
1200
AIM All Share
5Strictly Private amp Confidential
Press commentary
ldquoThe availability of debt funding continuesto be restricted and as equity markets arestarting to show signs of life once more IPOswill be back on the agenda for manycompaniesrdquoMondaq Business Briefing January 2010
ldquo2010 is a year of opportunity on the AIMmarkethellip and for those considering an IPOgetting the timing right to take advantage ofcash which has been hoarded in 2009 and isnow looking for a home will be keyrdquoMondaq Business Briefing 5 January 2010
ldquoStrong support for secondary issuestogether with renewed confidence in theMampA market bodes well for the returnof IPO activity in 2010rdquoErnst amp Young December 2009
ldquoIf 2009 was the UKs year ofthe rescue rights issue 2010 isset to be the year of the IPOrdquoThe Times 1 January 2010
ldquoPipeline of new companies lookingto float in 2010 is promisingrdquoThe Oil Daily 28 December 2009
6Strictly Private amp Confidential
0
2
4
6
8
10
12
14
16
18
0
20
40
60
80
100
120
2002 2003 2004 2005 2006 2007 2008 2009
Funds R
ais
ed (
poundbn)
Mark
et Valu
e (
poundbn)
Market Value Funds Raised
Background on AIM
Exchange (not EU) regulated market
ndash Owned and operated by the LSE
ndash Reduced regulatory burden
Designed for smaller growing companies
Some perception instability issues following bullmarket excesses and recent stream of de-listings
ndash May prejudice some investors willingness toinvest and impact liquidity
excludes unvalued and suspended securities
Background Market value Funds Raised
Market Growth Distribution by Market Capitalisation
0
500
1000
1500
2000
2500
3000
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of C
om
panie
s
AIM Official List
122
207
190
287
199
122
101
37
81
0
50
100
150
200
250
300
350
0 - 2 2 - 5 5 - 10 10 - 25 25 - 50 50 - 100 100 - 250 250 - 500 500 -
1000
1000+
Num
ber
of Com
panie
s
Market Cap (poundm)
7Strictly Private amp Confidential
General financial
OtherAutomobiles
Industrial Transportation
Telecoms
Chemicals
Food Producers
IT hardware
General Retailers
Construction and Building Materials
Electronic and Electrical
Equipment
Equity Investment Instruments
HealthReal Estate
Pharmaceuticals
Household Goods
Engineering
Oil and Gas
Travel amp Leisure
Mining
Media
Support Services
Software and Computer Services
Growth critical hellip sector neutral
AIM Companies by Sector
8Strictly Private amp Confidential
AIM is an international market
LSE has actively sought to internationalise AIM
Strong constituency of international companies
ndash 241 international companies (19 of total) at December 2009
ndash Many more with a majority of their operations outside the UK
Recent reduction in number is proportionate with general rationalisation of the market
International companies on AIMhellip hellipas a proportion of total market
0
500
1000
1500
2000
2002 2003 2004 2005 2006 2007 2008 2009N
um
ber of C
om
panie
s
International UK
5060
116
220
304
347
317
241
0
50
100
150
200
250
300
350
400
2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of in
tern
ational c
om
panie
s
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
5Strictly Private amp Confidential
Press commentary
ldquoThe availability of debt funding continuesto be restricted and as equity markets arestarting to show signs of life once more IPOswill be back on the agenda for manycompaniesrdquoMondaq Business Briefing January 2010
ldquo2010 is a year of opportunity on the AIMmarkethellip and for those considering an IPOgetting the timing right to take advantage ofcash which has been hoarded in 2009 and isnow looking for a home will be keyrdquoMondaq Business Briefing 5 January 2010
ldquoStrong support for secondary issuestogether with renewed confidence in theMampA market bodes well for the returnof IPO activity in 2010rdquoErnst amp Young December 2009
ldquoIf 2009 was the UKs year ofthe rescue rights issue 2010 isset to be the year of the IPOrdquoThe Times 1 January 2010
ldquoPipeline of new companies lookingto float in 2010 is promisingrdquoThe Oil Daily 28 December 2009
6Strictly Private amp Confidential
0
2
4
6
8
10
12
14
16
18
0
20
40
60
80
100
120
2002 2003 2004 2005 2006 2007 2008 2009
Funds R
ais
ed (
poundbn)
Mark
et Valu
e (
poundbn)
Market Value Funds Raised
Background on AIM
Exchange (not EU) regulated market
ndash Owned and operated by the LSE
ndash Reduced regulatory burden
Designed for smaller growing companies
Some perception instability issues following bullmarket excesses and recent stream of de-listings
ndash May prejudice some investors willingness toinvest and impact liquidity
excludes unvalued and suspended securities
Background Market value Funds Raised
Market Growth Distribution by Market Capitalisation
0
500
1000
1500
2000
2500
3000
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of C
om
panie
s
AIM Official List
122
207
190
287
199
122
101
37
81
0
50
100
150
200
250
300
350
0 - 2 2 - 5 5 - 10 10 - 25 25 - 50 50 - 100 100 - 250 250 - 500 500 -
1000
1000+
Num
ber
of Com
panie
s
Market Cap (poundm)
7Strictly Private amp Confidential
General financial
OtherAutomobiles
Industrial Transportation
Telecoms
Chemicals
Food Producers
IT hardware
General Retailers
Construction and Building Materials
Electronic and Electrical
Equipment
Equity Investment Instruments
HealthReal Estate
Pharmaceuticals
Household Goods
Engineering
Oil and Gas
Travel amp Leisure
Mining
Media
Support Services
Software and Computer Services
Growth critical hellip sector neutral
AIM Companies by Sector
8Strictly Private amp Confidential
AIM is an international market
LSE has actively sought to internationalise AIM
Strong constituency of international companies
ndash 241 international companies (19 of total) at December 2009
ndash Many more with a majority of their operations outside the UK
Recent reduction in number is proportionate with general rationalisation of the market
International companies on AIMhellip hellipas a proportion of total market
0
500
1000
1500
2000
2002 2003 2004 2005 2006 2007 2008 2009N
um
ber of C
om
panie
s
International UK
5060
116
220
304
347
317
241
0
50
100
150
200
250
300
350
400
2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of in
tern
ational c
om
panie
s
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
6Strictly Private amp Confidential
0
2
4
6
8
10
12
14
16
18
0
20
40
60
80
100
120
2002 2003 2004 2005 2006 2007 2008 2009
Funds R
ais
ed (
poundbn)
Mark
et Valu
e (
poundbn)
Market Value Funds Raised
Background on AIM
Exchange (not EU) regulated market
ndash Owned and operated by the LSE
ndash Reduced regulatory burden
Designed for smaller growing companies
Some perception instability issues following bullmarket excesses and recent stream of de-listings
ndash May prejudice some investors willingness toinvest and impact liquidity
excludes unvalued and suspended securities
Background Market value Funds Raised
Market Growth Distribution by Market Capitalisation
0
500
1000
1500
2000
2500
3000
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of C
om
panie
s
AIM Official List
122
207
190
287
199
122
101
37
81
0
50
100
150
200
250
300
350
0 - 2 2 - 5 5 - 10 10 - 25 25 - 50 50 - 100 100 - 250 250 - 500 500 -
1000
1000+
Num
ber
of Com
panie
s
Market Cap (poundm)
7Strictly Private amp Confidential
General financial
OtherAutomobiles
Industrial Transportation
Telecoms
Chemicals
Food Producers
IT hardware
General Retailers
Construction and Building Materials
Electronic and Electrical
Equipment
Equity Investment Instruments
HealthReal Estate
Pharmaceuticals
Household Goods
Engineering
Oil and Gas
Travel amp Leisure
Mining
Media
Support Services
Software and Computer Services
Growth critical hellip sector neutral
AIM Companies by Sector
8Strictly Private amp Confidential
AIM is an international market
LSE has actively sought to internationalise AIM
Strong constituency of international companies
ndash 241 international companies (19 of total) at December 2009
ndash Many more with a majority of their operations outside the UK
Recent reduction in number is proportionate with general rationalisation of the market
International companies on AIMhellip hellipas a proportion of total market
0
500
1000
1500
2000
2002 2003 2004 2005 2006 2007 2008 2009N
um
ber of C
om
panie
s
International UK
5060
116
220
304
347
317
241
0
50
100
150
200
250
300
350
400
2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of in
tern
ational c
om
panie
s
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
7Strictly Private amp Confidential
General financial
OtherAutomobiles
Industrial Transportation
Telecoms
Chemicals
Food Producers
IT hardware
General Retailers
Construction and Building Materials
Electronic and Electrical
Equipment
Equity Investment Instruments
HealthReal Estate
Pharmaceuticals
Household Goods
Engineering
Oil and Gas
Travel amp Leisure
Mining
Media
Support Services
Software and Computer Services
Growth critical hellip sector neutral
AIM Companies by Sector
8Strictly Private amp Confidential
AIM is an international market
LSE has actively sought to internationalise AIM
Strong constituency of international companies
ndash 241 international companies (19 of total) at December 2009
ndash Many more with a majority of their operations outside the UK
Recent reduction in number is proportionate with general rationalisation of the market
International companies on AIMhellip hellipas a proportion of total market
0
500
1000
1500
2000
2002 2003 2004 2005 2006 2007 2008 2009N
um
ber of C
om
panie
s
International UK
5060
116
220
304
347
317
241
0
50
100
150
200
250
300
350
400
2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of in
tern
ational c
om
panie
s
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
8Strictly Private amp Confidential
AIM is an international market
LSE has actively sought to internationalise AIM
Strong constituency of international companies
ndash 241 international companies (19 of total) at December 2009
ndash Many more with a majority of their operations outside the UK
Recent reduction in number is proportionate with general rationalisation of the market
International companies on AIMhellip hellipas a proportion of total market
0
500
1000
1500
2000
2002 2003 2004 2005 2006 2007 2008 2009N
um
ber of C
om
panie
s
International UK
5060
116
220
304
347
317
241
0
50
100
150
200
250
300
350
400
2002 2003 2004 2005 2006 2007 2008 2009
Num
ber of in
tern
ational c
om
panie
s
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
9Strictly Private amp Confidential
AIM is an international market (contrsquod)
Australia 97
Canada 93
Israel 28 Rest of Europe
93
Republic of
Ireland 161
Rest of the World
427
USA 101
Australia
56
Canada
38
Israel 22
China 104
India
54
Russia 42
South Africa 30
Rest of Europe
166
Republic of
Ireland 62
Rest of the World
317
USA 110
International companies on AIM by country of incorporation
International companies on AIM by country of operation
Powerflute is the only Finnish incorporated
company currently listed on AIM
Sunrise Diamonds cites Finland as its country of
operation
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
10Strictly Private amp Confidential
Why IPO on AIM
Historically open to
international
companies
Enhanced profile
credibility
Flexible regulatory
regime
Access to
Londonrsquos deep pool
of investment capital
Quotation on one of the
worlds premier markets
for growth companies
Currency for (and easier rules on) acquisitions
Facilitates recruitment
retention and
incentivisation of staff
Increased liquidity for
shareholders (partial)
exit for investors
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
11Strictly Private amp Confidential
Buthellip
IPO may only provide a partial exit
Ongoing ldquoPublicrdquo accountability loss of privacy
Cost of obtaining and maintaining a listing
Requirement to satisfy the needs of a diverse range of external shareholders
Management time
Possible culture change
Can be unforgiving environment if expectations not delivered
AIM will not suit all companies
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
12Strictly Private amp Confidential
Our investorsrsquo current focus
Operational Scale
Capital Structure
Offer Structure
Equity Story
bull Credible growth story and committed management team are essential
bull Strong track record through the current recession ndash fundamentals back in focus
bull Visibility of earnings and ability to deliver post IPO expectations
bull Simplified capital structure
bull Conservative levels of gearing
bull Management incentivisation and alignment of interests
bull Preference for primary capital raisings ndash funds to supports the equity story
bull Longer lock up periods
bull Sufficient aftermarket liquidity size of free float
bull Negligible institutional appetite for very small issues
bull Sizeable potential existing market
bull Overseas companies will need an international potentially international business
Valuationbull Material IPO discounts likely to be the norm until market fully recovers
bull Overseas companies may attract an additional discount
Appetite for high quality stocks at the right price
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
13Strictly Private amp Confidential
Conditions for listing on AIM
No minimum free float
No minimum period for financial statements
Must comply AIM Rule book published by the LSE
Regulatory supervision delegated to Nominated Adviser (NOMAD)
Admission Document (Prospectus Directive lite) - description of business investment rationale and financials
No requirement for regulatory approval of documents
NOMAD to be retained at all times
Broker to be retained at all times (NB can be combined with NOMAD role)
Track Record
Public Shares
Regulatory Framework
Documentation
Advisers
Investor requirements may materially add to purely regulatory conditions
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
14Strictly Private amp Confidential
Other issues to consider
bull Ability to effectively manage the IPO preparations
bull Willingness to commit to the company post IPO
bull Ability availability to communicate effectively to UK based investors
bull UK standards of corporate governance will be sought
ndash Effective compliance with Combined Code
ndash Focus on bdquobest practice‟
bull UK based non-executives can provide local presence market knowledge
bull Is the track record robust ndash sharp uplift pre IPO may be treated with suspicion
bull Are operational financial and management systems suitable
bull Is the current corporate structure appropriate for a listing
bull Consider using PLC Topco to mitigate any investors‟ concerns
Board
Legal Structure
Management
Financials
Recognisable internal and regulatory structures will reassure UK investors
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
15Strictly Private amp Confidential
IPO process and timeline
IPO process typically takes place
ndash in four key sequential phases
ndash over a period of 3-5 months with an intensive marketing phase lasting 2-4 weeks
Preparation Due Diligence
Assess suitability of IPO route
Appointment of NOMAD
Preliminary valuation
Review ofndash Corporate structurendash Financial
requirementsndash Employee
incentivisationndash Investor
expectations
Test marketing as appropriate
Decision taken to proceed
Accountants‟ reports
Legal due diligence
Commercial due diligence as required
Working capital review
Ensure appropriate procedures for company and directors
Documents
Admission Document
Short form report
Institutional presentation
Pre IPO research
Marketing amp Admission
Research
Institutional roadshows
Bookbuild amp firm valuation
Admission
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
16Strictly Private amp Confidential
Key Continuing Obligations
Transaction disclosures
Financial reporting
Investor relations
Price sensitive information
bull Timely and accurate disclosure of information required
bull Must inform the market as soon as possible of any price sensitive information
bull Announcement if potential leak about negotiations of a price sensitive nature
bull Half year report within 90 days of the half year
bull Publish accounts within 6 months of period end ndash preliminary announcement usual
bull Additional trading updates the norm
bull Website disclosures
bull Directors must not deal during bdquoclose‟ periods
bull Internal dealing code to be introduced
bull Class tests referenced to gross assets profits consideration and gross capital
bull gt 100 requires shareholder approval
bull Process requires a circular - cost and timing impact for acquisitions
Controls in place to ensure compliance with the AIM Rules
Dealing restrictions
bull Vital that management maintain profile and stimulate interest in shares
bull Year round IR planning including institutional roadshows site visits and marketing
bull Share register analysis and new investor targeting
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
17Strictly Private amp Confidential
Summary
IPO window expected to open more fully during 2010
AIM provides an attractive market for quality growth businesses
Size Quality Valuation will be key in obtaining investors‟ attention and overcome any prejudices against AIM
ndash Good quality companies with a strong growth story properly priced and structured
Investors will be more discerning and less willing to bdquotake a view‟ in the early stages of the recovery
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
18Strictly Private amp Confidential
Appendix
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
19Strictly Private amp Confidential
Fully Integrated Investment Bank
Full service offering
Investment Banking
Corporate Broking
SalesMarket Making
Equity Research
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
20Strictly Private amp Confidential
International Footprint
Associated Offices
Hong Kong Shanghai and Taipei
Belgrade Sofia
Bucharest Vienna
London
ManchesterEdinburgh
(71 employees)
Zurich
Munich Milan
(34)
Athens
(6)
Madrid
(12)
Paris
(31)
Los Angeles New York San Francisco
Bahrain
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
21Strictly Private amp Confidential
Approach
Investor Relations
Company-specific research and wider sector pieces
Direct feedback on institutional trends and attitudes
Continuous dialogue with the market
Liaise with PR to develop an investor relations calendar
Coordination of regular or one-off road shows
Market reports to suit client requirements
Sales Trading Regular dialogue with key institutions
Commitment of capital to support liquidity
Excellent placing power
Research
Chinese Wall
Corporate Finance
Advice
Advice and guidance on regulatory responsibilities
MampA 165 transactions (pound129bn) completed since 2005
Capital Raising cpound11bn raised for public companies since 2005
Registered NOMAD and Sponsor
35 corporate broking clients including 8 new wins during2009
Corporate Broking
Proactive advice on all market facing issues
Selective investor targetting
Coordination and execution of IPOs secondary placings vendor placings etc
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
22Strictly Private amp Confidential
Sector Focus
Technology
Software
Hardware
IT Services
Telecoms
Support Services
Recruitment
FM
Social Housing
Construction Services
Distribution
Leisure
Restaurants and Pubs
Food
Beverages
Gaming
Cinemas amp Nightclubs
Current Equity Research Coverage
Capital Goods
Electronic amp Electrical Equipment
Industrial Engineering
Aerospace
Defence
Retail
High Street
Online
Brands
Specialist
Speciality Financials
Asset Management
Wealth Management
Specialist Lenders
Brokers
Media
IP
Marketing Services
Publishing
Training Events
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
23Strictly Private amp Confidential
Highly Rated Securities Operation Equity Research
12 specialist sector analysts covering 138 stocks
Regular research product distributed to an established
audience of institutions and potential investors
ndash Daily updates in morning meeting notes
ndash Company specific notes
ndash Sector specific thematic notes
ndash Monthly research publication ldquoAltimeterrdquo
ndash Weekly economics products
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
24Strictly Private amp Confidential
Strong and very experienced sales force dedicated purely to mid and small cap stocks
Highly Rated Securities OperationDistribution Strength
Strong and motivated sales team with excellent mid and small cap relationships
Participants in recent Altium equity placements
Altium acted as Joint Sponsors Joint Financial Advisers Joint Bookrunners Joint
Brokers and Joint Underwriters to the Company
pound375 million Firm Placing Placing and Open Offer
Altium acted as joint bookrunner and joint underwriter to the Company
pound808m placing and Open Offer
Altium acted as financial adviser and broker to
the Company
pound159m acquisitions of UK Fire and Igrox and pound280m
fundraising
Altium acted as joint bookrunner and joint underwriter to the Company
pound400m placing and the acquisition of RSM Bentley
Jennison for pound763m
ENNISMORE
pound174m raised in last few months from a strong list of institutions
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
25Strictly Private amp Confidential
Full Range of Public and Private MampA Capabilities
pound31bn of UK acquisitions and disposals since 2005
pound98bn of Pan-European acquisitions and disposals since 2005
Public takeovers buysideor sellside (ldquoRule 3rdquo)
Management-backed ldquopublic to privatesrdquo
LBOsMBOs of private companies
Trade acquisitions and disposals
Pan-European network of Altium offices supplemented by international associates
Pu
blic
Buyside Sellside
Priv
ate
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
26Strictly Private amp Confidential
Leading Adviser to Private Equity
Close relationships with private equity across Europe
Extensive experience acting on behalf of VCs and portfolio companies
Leverage network of contacts to source backing for corporate clients
Altium acted as Rule 3 Adviser to Premier Asset
Management
pound52 million
Management buyout backed by
Altium acted as Rule 3 Adviser to
Computer Software Group
pound996 million
Management buyout backed by
Altium acted as Financial Adviser to Apollo Lifts
Secondary management buyout led by
Terms undisclosed
Altium acted as exclusive financial adviser to 2e2 Ltd
pound53 million recommended cash offer
for
a company backed by
pound248 million sale to Angus Newco Limited a
company backed by
Altium acted as Nominated Adviser to Inspicio
Altium acted as Financial Adviser of Inventive Leisure plc
pound425 million recommended offer by Caspian Bidco Limited
a company funded by the Alchemy
Investment Plan
Altium acted as Financial Adviser to Miles 33 and Its majority shareholder
pound65 million sale to
Altium acted as exclusive Financial Adviser to the
shareholders of dress-for-less
Acquisition of a majority stake in
Terms undisclosed
Altium acted as exclusiveFinancial Adviser to the Sellers
Acquisition of a majority stake in
in an owner‟s buyout
Terms undisclosed
pound200 million Management buyout
led by
Altium advised management
pound35 million Management buyout led by
Altium acted as Financial Adviser to Lloyds Development Capital
50 private equity transactions across Europe since 2005
Altium advised Vernacare shareholders
Management buyoutled by
BoSIF
Terms undisclosed
Altium acted as Financial Adviser to management and BidCo
pound333m Public to Private
backed by
Powerleague Group plc
pound425 million
take private by Patron Sports Leisure SARL
Deal EV pound855m
Altium acted as Financial Adviser to Patron Sports Leisure SARL
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
27Strictly Private amp Confidential
Important Notice
Altium Capital Limited 30 St James‟s Square London SW1Y 4ALTel +44 20 7484 4040 Fax +44 20 7484 4144
This document is issued by Altium Capital Limited (ldquoAltiumrdquo) which is authorised and regulated by the FinancialServices Authority and is a member of the London Stock Exchange The contents are based upon sources ofinformation believed to be reliable but no warranty or representation expressed or implied is given as to theiraccuracy or completeness
Altium provides two types of services Corporate Finance and Securities Corporate Finance services are provided toall types of customers depending on their needs Securities services which includes research are provided toeligible counterparties and professional clients (ie market professionals) Retail clients must not therefore rely onany part of this document which may include Securities related services or products and should note that Altium‟sSecurities advisory services are not available to them
Any opinion expressed in these documents reflects our judgement at the date of publication and neither Altium norany of its affiliated or associated companies nor any of their directors or employees accepts any responsibility inrespect of the information or recommendations contained herein which are subject to change without notice This isnot an offer nor a solicitation to buy or sell any investment referred to in this document The material is generalinformation intended for recipients who understand the risks associated with investment It does not take accountof whether an investment course of action or associated risks are suitable for the recipient
Altium or its affiliated or associated companies and their directors or employees may as principal or as agent makepurchases sales and offers to purchase or sell in the open market or otherwise and may have positions in or optionson any such investment(s) Altium may provide services (including corporate finance advice) where the flow ofinformation is restricted by a Chinese Wall Accordingly information may be available to Altium that is not reflectedin this document
This document is approved for communication by Altium in connection with a presentation by the Corporate FinanceDepartment Additional information provided by Altium staff forms an integral part of the presentation Thisdocument is not intended for transmission or distribution Non EEA residents or those who are US persons must notuse the information contained in this report Any failure to comply with this restriction may constitute a violation ofthe relevant country‟s laws for which Altium does not accept responsibility
