1. overview of strand hanson both transaction opportunities for listed clients (particularly in the...

1. Overview of Strand Hanson

2. Strand Hanson’s global partnerships

3. Case studies

Appendices

Contents

2

1. Overview

Strand Hanson is an independent, advisory led,

modern merchant bank.

We provide the highest quality financial and

strategic advice to public and private

companies, and have significant expertise

across the natural resources sector and

associated industries.

3

About Strand Hanson

Founded in 1993, Strand Hanson is one of London’s most well established advisory boutiques, and a leading adviser to natural resources companies in Emerging Markets

Merchant banking model allows for investment to be made from our own balance sheet

Management buyout effected in April 2009 – independent, 100% management-owned, advisory led model

Award winning adviser; recent aggregate transaction value in excess of £7.5 billion

Regulated by the FCA to carry out a broad range of activities

– Sponsor to the Official List

– Nominated adviser to the AIM market

– Nominated broker to the AIM market

– Takeover Panel approved adviser

Global partnerships

– Geographic focus on Emerging Markets, Asia, India and Middle East

4

AIM Statistics

Leading Nomad:

Nomad to over 30 AIM clients

Ranked 2nd by number of Oil & Gas Clients*

Ranked 2nd by number of Basic Materials Clients*

Ranked 11th by number of Consumer Goods Clients*

* Adviser Rankings Ltd – August 2014

5

Strand Hanson operates along the lines of a traditional merchant bank, with a specific focus on providing

the highest quality independent financial and strategic advice to its clients across a broad range of

sectors, geographies and types of transactions

Discretion and confidentiality assured

Independence of advice & strategic

focus

Commitment & support throughout

transaction process and beyond

Flexibility

AIM / UK advice & expertise to

overseas companies

Proactive sourcing of opportunities to

clients through extensive referral

network

Global partnership network

Strand Hanson’s independent approach

Assured confidentiality

Unbiased / unconflicted advice

Long standing relationships

Unparalleled retention levels

Reduction of “red tape” &

heightened responsiveness

Flexible fee structures

Execution focused

Global reach & visibility

Approach Impact for our clients

6

Mergers & Acquisitions

• Live takeovers (recommended

and hostile)

• Valuation analysis of target

company / asset

• Optimal transaction structuring

• Sourcing & structuring of debt

and equity funding (if required)

• Rule 3 Adviser work

• Bid defences (hostile &

“friendly”)

• Sourcing of potential

acquisition targets / buyers

• Strategic reviews

• MBOs, MBIs & secondary buy-

outs

Equity Capital Markets

• Financing & advisory solutions

• Independent advice

• Quoted/unquoted clients

• Vast experience across all

London markets with strong

relationships with all major

broking firms

• Full range of ECM services

Debt Capital Markets/ Restructuring

• Experienced advisory team,

capable of providing

independent advice

• Relationships with all major

DCM providers

• Strong track record in

executing complex, time

critical, mandates

Full range of Corporate Finance services

7

Full range of Corporate Finance services (cont’d)

Specialising in complex and challenging transactions

Corporate Finance Advisory

• Domestic and overseas

• UK, Asia and South Africa

offices

• Flexible fee structures, incl.

equity

• Financial/Corporate

restructuring

• Sale execution/ auction

process

• Strategic reviews/options

• Equity, debt or hybrid

Project Management

• Due diligence

• Review of business plans/deal

proposals

• Preparation of sophisticated

tailored financial models

• Instructing and co-ordinating

other professional advisers

8

Strand Hanson team

Strand Hanson’s team is led by Simon Raggett (Chief Executive) and Robert Hanson (Chairman)

Management buyout effected in April 2009 – independent, 100% management-owned, advisory led

model

Executive Directors James Harris, Rory Murphy and Stuart Faulkner have in excess of 60 years’

experience advising on corporate finance transactions

Supported by senior executives in our London and Cape Town offices, with particular experience

across a broad range of natural resource and energy-related sectors

Strand Hanson also retains three highly experienced specialist advisers with in excess of 100

years’ experience in the natural resource sectors

A full biography for each member of our executive team, as well as a full list of our credentials

across all aspects of the advisory spectrum, is available on our website: www.strandhanson.co.uk

9

Strand Ventures

Strand Ventures, formed in May 2012, is a division within Strand Hanson that specialises in advising

private companies, from early stage to larger, more mature enterprises

Strand Hanson is introduced to a significant number of private businesses each year that are looking for

growth capital and advice, but which will not necessarily yet benefit from a stock market listing

Strand Hanson has long had access to highly relevant deal flow; and it now has access, through Strand

Ventures, to help meet the requirements of these companies

Advisory services include capital raisings, transaction structuring and M&A and investment management

The sectors of focus are primarily natural resources, energy, technology, healthcare, agriculture and

chemicals

Strand Ventures identifies the best of these companies, to potentially advise and source funds typically

between £5 million to £100+ million, both debt and equity, which would allow such companies to grow

and prosper

The majority of funding will be sourced from major external funders with whom Strand Ventures has

strong, long-term relationships. Strand Hanson is typically also able to utilise its own balance sheet for

appropriate opportunities.

10

2. Strand Hanson’s global partnerships

Strand Hanson’s partnerships, and our

innovative merchant banking model, have

further broadened our global reach, enabling

access to and visibility over a large number of

opportunities, specifically within the natural

resources sector

11

Strand Hanson’s African Presence

Fully operational regional office (“SHSA”) established, in November 2008, in Cape Town, South Africa

Under the leadership of Warren Pearce, a senior Strand Hanson Director

Team now comprises both South African and UK nationals

SHSA enables Strand Hanson to:

Service clients with assets across Africa through direct communication with, and ready access to, key

executives

Expedite due diligence processes on African assets – often a major stumbling block for other UK-based advisers

Source both transaction opportunities for listed clients (particularly in the Oil & Gas, Mining and Natural

Resource sectors) and alternate pools of capital for both listed and private clients

Develop key relationships with local market participants

Advise on cross-border transactions both intra-Africa and between Africa and other regions, particularly Asia

and the Middle East

Identify early stage investing opportunities for direct investment by Strand Hanson’s merchant banking division

Gain exposure to fast-growing African economies

South Africa office is now a key hub for Strand Hanson’s full range of services, both marketing and execution

12

Strand Hanson has extensive experience in Africa, having advised clients across the continent, as set out below:

Algeria

Mali

Liberia

Nigeria

Madagascar

Botswana

Namibia

South Africa

Ethiopia

Mozambique

Cameroon

Zimbabwe

Zambia

Tanzania

Benin Ghana

Mauritania

Overview of Strand Hanson’s African Presence - Advisory

13

Strand Hanson also actively invests its own balance sheet in Africa. We currently have investments in the

countries highlighted below:

Nigeria

Madagascar

Botswana

Namibia

South Africa

Ethiopia

Mozambique

Cameroon

Zambia

Tanzania

Ghana

Mauritania

Overview of Strand Hanson’s African Presence – Investments

14

Selected direct investments

We currently hold direct investments in Nigeria, Namibia, Botswana,

Zambia, South Africa and Ethiopia.

In Nigeria we are financial adviser to, and a substantial shareholder in, an oil & gas exploration company

seeking opportunities primarily in the upcoming marginal field bidding round, as well as opportunities

across offshore East Africa. Here we have partnered with a local indigenous company in order to gain local

credibility and market expertise, as well as ensure that the benefits of development are shared between

all stakeholders.

We are also shareholders in, and advisers to, Sirius Petroleum plc. We were instrumental in securing pre-

payment finance from Glencore Energy UK Limited, and remain very excited about the company’s future.

In Botswana, we act as financial adviser and significant shareholder to a shale oil & gas explorer and

developer with sizeable and well positioned acreage. The company is currently in discussions to farm out

25-50% of its flagship asset for $2-5m, prior to a possible listing on the Toronto Stock Exchange.

In Ethiopia, we act as financial adviser and founding shareholder to a castor oil producer.

We acted as founding shareholder and financial advisor to a copper mining company with operations in

Botswana and Zambia, assisting in taking it from an early stage private company to one that is now

preparing for an international listing in the upcoming months.

15

Strand Hanson in partnership with Hanson Capital

Strand Hanson had, prior to Hanson Capital’s involvement, built a strong reputation

in the London market for deal execution and highest quality independent corporate

finance advice

Hanson Capital’s team includes senior bankers, civil servants, policy makers and

industrialists

Hanson Capital’s significant database of global contacts complements Strand

Hanson’s ability to advise on transactions across numerous sectors and geographies

16

Firestone Diamonds plc

Lekoil Limited

Madagascar Oil Limited

Stonewall Mining (Pty) Limited

Zambeef Products plc

XXI Century Investments Public Limited

Castle Support Services plc

Sibir Energy plc

3. Case studies

17

Case studies Case studies


Deal type: US$222.4 million fundraise, consisting of an US$82.4 million debt facility with Absa Bank, US$40.0 million placing with new

and existing shareholders and US$100 million financing package with Pacific Road and RCF VI, comprising US$10 million bridge facility

being refinanced by a US$30 million mezzanine facility and a US$70 million equity subscription, to finance the construction and building

of the Main Treatment Plant at the Company’s Liquobong mine.

Deal size: US$222.4 million

In mid 2013, Strand Hanson was appointed by Firestone Diamonds plc (“Firestone” or the “Company”) as nominated and financial adviser to

the Company. In late 2013, Strand Hanson was engaged specifically to advise the Company on the US$222.4 million fundraise (the “Fundraise”)

required to build and commission the Main Treatment Plant at Liquobong, the Company’s flagship asset in the Lesotho-highlands, with

expected full nameplate production in early 2016.

The Fundraise comprised an US$82.4 million debt facility with Absa Bank, a US$40.0 million brokered placing (the “Placing”) with new and

existing institutional shareholders at a placing price of 3.0 pence (the “Placing Price”) and a US$100.0 million financing package (“Financing

Package”) with two new strategic investors Pacific Road Resource Funds (“Pacific Road”)(1) and Resource Capital Fund VI L.P. (“RCF VI”)(2),

both leading mining-focussed investment groups, with each investing equal amounts on equivalent terms. The Placing Price represented an 7.7

per cent. discount to the prevailing mid-market price.

The Financing Package comprised, in aggregate, a US$10.0 million bridge facility, a US$30.0 million mezzanine facility and US$70 million

equity subscription at the Placing Price. In addition, under the terms of the mezzanine facility, Pacific Road and RCF VI each received

warrants to subscribe for 243,932,186 new ordinary shares, at a 25 per cent. premium to the Placing Price.

Following completion of the Fundraise, Pacific Road and RCF VI each hold 23.5 per cent. of the enlarged share capital of the Company and

assuming Pacific Road and RCF VI exercise their warrants in full and the Company has not issued any further shares, they will each hold 27.1

per cent. of the then enlarged issued share capital of the Company. Under the terms of the Financing Package, Pacific Road and RCF VI are

both entitled to proportional representation on the Board of Firestone.

In addition to providing financial advice on the Fundraise, Strand Hanson advised the Company on related corporate governance, Takeover

Code and AIM Rules related matters.

18 (1) www.pacroad.com.au (2) www.resourcecapitalfunds.com

http://www.pacroad.com.au/

http://www.resourcecapitalfunds.com/


Lekoil Limited

Deal type: AIM IPO of Lekoil Limited, co-terminous with the completion of a significant acquisition

Deal size: Total fundraise of US$50 million resulting in a market capitalisation of approximately US$110 million on admission to

AIM

In early 2013, Strand Hanson was engaged by Lekoil (“Lekoil” or the “Company”), the oil & gas company established to acquire assets in sub-

Saharan Africa and in particular Nigeria, to advise on the acquisition of an ultimate 30 per cent. economic interest in OPL310, offshore

Nigeria from Afren plc and simultaneous admission to trading on AIM. OPL310 is an early stage Nigerian oil & gas asset, located in the

Dahomey-Benin Basin, with significant potential. Admission to trading on AIM occurred in mid-May 2013.

Strand Hanson acted as nominated and financial adviser to Lekoil and worked alongside Mirabaud Securities LLP (“Mirabaud”) and Revere

Securities Corp. (“Revere”), the company’s Broker and US placing Agent, to co-ordinate the largest H1 2013 AIM IPO, overcoming the

challenges faced by a multi-jurisdictional transaction and significantly raising the profile of AIM in one of Africa’s rapidly growing and

resource rich economies.

Following the announcement of positive drilling results on OPL310, and the intention to acquire a 6.502 per cent. participating interest in the

adjacent block OML113 (which contains the Aje field), Lekoil successfully raised a further US$20 million in July 2013, through Mirabaud and

Revere, to progress its drilling programme.

Following the announcement of further positive drilling results on OPL310, Lekoil successfully raised a further US$100 million in November

2013 via an accelerated book-build led by Mirabaud (acting as sole bookrunner) with Ladenburg Thalmann & Co. Inc. acting as US Placing

Agent. The net proceeds will be used to fund the drilling completion and testing of the Ogo-1 well and the Ogo-1 sidetrack well on OPL310,

the future development of OML113 and for general working capital purposes.

Despite the complex jurisdictional issues, the listing was completed on an accelerated basis in order to secure the acquisition prior to the

commencement of drilling on OPL310.

19



Deal type: Comprehensive re-financing of the balance sheet, via an initial short term bridge loan of US$15m from two existing

shareholders, followed by the execution of an agreement to provide up to US$65m in financing via a proposed non pre-emptive

convertible preference share (“CPS”) issue, US$45m of which was from two existing major shareholders (the “Initial

Fundraising”), creating the demand for a revised pre-emptive structure, replacing the CPS element of the Initial Fundraising with

US$78.4m (gross) raise, via a fully underwritten, pre-emptive placing and open offer to existing shareholders (the “Revised

Fundraising”).

Deal size: £95.6 million (¹)

In late 2012, Strand Hanson was engaged by Madagascar Oil Limited (“Madagascar Oil” or the “Company”) to advise on securing US$15m of

short term funding, via a bridge loan, in advance of a non pre-emptive CPS issue to raise up to US$65m, US$45m of which was to be

provided by two of the Company’s largest institutional shareholders. The funds raised were to be used to fund the Company’s completion of

the Tsimiroro Steam Flood Pilot and to evaluate further the potential for full field development.

Strand Hanson led negotiations relating to all the key terms of the Initial Fundraising transaction, particularly with regard to the economic

terms of the CPSs and the Relationship Agreement between the Company and the shareholders providing the majority of the funding. The

Initial Fundraising was executed and announced on 18 December 2012.

Upon announcement of the proposed transaction, several leading institutional shareholders of the Company expressed an Interest in

providing funding, via a common shared issue, as an alternative to the CPSs financing. Accordingly, Strand Hanson and the Company

proposed a revised, alternative financing transaction in order to maximise this demand for the Company’s benefit, whilst ensuring the

continued support of the Initial Fundraising shareholders.

The revised Fundraising had more attractive terms for shareholders in the Company, involving a lower level of dilution and allowing a

greater number of the Company’s shareholders to participate, but, given the terms of the Initial Fundraising, effectively required the support

of the Initial Fundraising shareholders, particularly with regard to the extension of the US$15m, short term, bridge loan.

Strand Hanson played a lead role throughout the time-critical negotiations between the Company and Shareholders resulting in the execution

and announcement of the Revised Financing on 15 January 2013 and acted as sole financial adviser to be fully underwritten, pre-emptive

placing and open offer to existing shareholders to raise US$78.4m (gross).

(¹) Equity value of enlarged group at the subscription price for the Revised Fundraising

20


Stonewall Mining (Pty) Limited

Deal type: Early Stage, direct investment in Stonewall Mining

Deal size: Not disclosed

In March 2011, whilst working as financial adviser to Stonewall Mining (Pty) Ltd

(“Stonewall” or the “Company”), Strand Hanson provided medium term bridge

financing when an equity investor failed to honour its commitments, leaving the

Company with critical short-term working capital concerns.

Strand Hanson structured and arranged a bridge financing package of which

Strand Hanson provided 50 per cent., alongside one of its regular funding

partners. This enabled Stonewall to avoid bankruptcy and the foreiture of its

assets to the original owners. The package comprised a secured loan and a 5

per cent. warrant, redeemable at any time within 5 years of the date of

investment.

Strand Hanson’s advisory role facilitated the investment being made at short

notice, with minimal additional due diligence, given the close working

relationship with Stonewall’s management team and Strand Hanson’s strong

understanding of the asset base.

In August 2011, Stonewall secured an equity capital investment from Hanhong

Private Equity Management Limited (“Hanhong”), which acquired 38.9 per

cent. of the issued share capital of the Company for a cash investment of $13.0

million.

As part of the Hanhong transaction, Strand Hanson and its co-investor agreed to

cancel the outstanding warrants for a payment of $2 million (c.£1.3 million) and

the medium term bridge financing package was repaid, generating a return to

investors, including Strand Hanson, of greater than 5x in less than six months.

Strand Hanson remains a shareholder in Stonewall, having elected to be paid in

Stonewall shares as apart of its advisory fee, and looks forward to the success of

the Company following its reverse listing into Meridien Resources on the

Australian Stock Exchange, completed in October 2012.


Deal type: AIM IPO together with a rights issue via the

Lusaka Stock Exchange (“LuSE”) for Zambeef Products plc,

coterminous with the completion of a significant acquisition

Deal size: Total fundraise of US$55 million resulting in a

market capitalisation of US$152.8 million on admission to AIM

In early 2011, Strand Hanson was engaged by Zambeef (“Zambeef” or the

“Company”), a leading central African vertically integrated agribusiness with

operations in Zambia, Nigeria and Ghana, to advise on a tripartite transaction

which would result in the Company becoming the first Zambian company to have

its securities admitted to trading on AIM.

The transaction structure was also designed to satisfy local corporate governance

requirements by making a pre-emptive offer to investors via the LuSE (to which its

securities were admitted to trading in 2003) and to complete a transformative

land acquisition to provide the business with an internal supply of soya and other

cereal crops.

Strand Hanson acted as nominated and financial adviser to Zambeef and worked

alongside Renaissance Capital and Pangaea Renaissance, the company’s broker

and book runner in London and Lusaka, to co-ordinate this unprecedented

transaction and achieve the first AIM-LuSE dual listing.

A critical element of the transaction was overcoming the challenges of overlaying

differing regulatory requirements and market practices and, by doing so, the

transaction significantly raising the profile of the London market in one of Africa’s

most politically stable and rapidly growing economies.

21


XXI Century Investments Public

Limited

Deal type: The financial and capital restructuring of XXI

Century Investments Public Limited via the introduction of a

strategic investor

Deal size: US$222.1 million1/ US$33.28 million2 In late 2010, Strand Hanson was engaged by XXIC (“XXIC” or the “Company”), a

Ukrainian residential and commercial real estate developer, to advise on a

financial and capital restructuring. The restructuring was required because of

the lack of obtainable debt available to the Company in the wake of the global

economic crisis and the more localised problems impacting the Ukrainian

economy and the property sector in particular. Previously, XXIC had ceased

development work across its portfolio pending access to fresh capital and was

in technical default with regard to a significant portion of its existing

indebtedness.

Strand Hanson advised XXIC on all facets of the transaction, including the

valuation and conversion of outstanding loan notes and warrants to equity

(involving detailed negotiations with bondholders and the various banking

syndicates), the issuing of share options to incentivise existing management

and the introduction of a new strategic equity investor, Ovaro Holdings

Limited, an SPV beneficially owned by Renaissance Group Holdings Limited and

Oleg Salmin, a Ukrainian businessman with existing interests in the Ukrainian

property sector. Ovaro became a 60.1 per cent. shareholder in the Company on

completion of the transaction, in exchange for injecting US$20 million into

XXIC.

In addition, Strand Hanson advised the Company with regard to corporate

governance and the protection of minority investors whose position could

otherwise have been prejudiced, as well as liaising with the LSE AIM Team and

overseeing the Ukrainian Anti-Monopoly Committee process.

(1) Face value of restructured bonds and warrants (2) Equity value of enlarged group at the subscription price

Castle Support Services plc

Deal type: Rule 3 advice in respect of a recommended

cash offer from Sulzer (UK) Holdings Limited (a wholly owned

subsidiary of Sulzer Limited)

Deal size: £127.5 million

In May 2010, Strand Hanson was appointed to advise the board of Castle Support

Services plc (“Castle”), the provider of high quality specialist electro-mechanical

inspection, maintenance and repair services, on a recommended cash offer by a

wholly-owned UK subsidiary of Sulzer Limited (“Sulzer”) for a total consideration

of £127.5 million. The Sulzer Group, listed on the SIX Swiss Exchange with a

market capitalisation of more than CHF3 billion, specialises in the manufacture of

industrial machinery and equipment, surface technology and rotating equipment

maintenance. The offer price represented a 70.1% premium to the closing price

prior to the announcement by Castle that it had received a number of provisional

approaches.

Strand Hanson acted as financial adviser and the mandate included independent

advice to the board as to whether the terms of the offer were fair and reasonable,

the procurement of irrevocable undertakings from Castle’s major shareholders and

assistance in negotiations with both Sulzer and its advisers. The transaction was

executed in accordance with a very tight timetable, ahead of anticipated adverse

CGT changes in the coalition Government’s Emergency Budget, with the offer

being declared wholly unconditional within just one day of launch following the

receipt of valid acceptances in respect of more than 94.5% of the issued share

capital held outside treasury. Strand Hanson was awarded the prestigious deal

adviser of the year award by the European M&A Atlas for the advice provided on

this transaction.

22


Sibir Energy plc

Deal type: Tender Offer by Gazpromneft followed by

negotiation of the terms of a recommended offer for

minority stakeholders

Deal size: £327 million + £126.4 million

In May 2009, having previously given advice to Sibir Energy plc (“Sibir” or the

“Company”) in relation to a Tender Offer by Gazpromneft valued at £327

million, Strand Hanson advised the Board of Directors of Sibir on the

recommended cash offer by Gazpromneft to acquire minority shareholdings in

the Company for a total consideration of £126.4 million. The offer valued

Sibir’s entire issued share capital at £1.9 billion, making it the largest company

listed on AIM by market capitalisation.

Strand Hanson was engaged as financial adviser to the Board of Sibir, and the

mandate included detailed valuation analysis, advice to the Independent Board

of the Company and negotiation with Gazpromneft and its advisers.

Sibir, has subsequently been de-listed from AIM and is now managed from

Moscow.

23

I. Selected recent transactions

II. Team profiles

III. Strand Hanson’s retained clients

Appendices

24

Appendix I: Selected recent transactions

25

Phorm Corporation Ltd

Equity subscription with

existing and new investors

£2.4m

August 2014

Nominated Adviser

Phorm Corporation Ltd

Equity placing and

subscription with existing

and new investors

£4.47m

October 2014

Nominated Adviser

Madagascar Oil Ltd

Equity placing with existing

significant shareholders

$20.0m

September 2014

Nominated & Financial Adviser

APC Technology Group plc

Recommended all share offer

for Green Compliance plc by

APC Technology Group plc via

a Scheme of Arrangement

£4.76m

August 2014


Asian Plantations Limited

Sale of the company to Felda

Global Ventures Holdings

£102.9m

October 2014


Madagascar Oil Ltd

Pre-emptive Open Offer to

existing shareholders to

raise up to US$6.1m (gross)

$6.1m

October 2014


Ruspetro plc

Refinancing of $357m existing

debt via $150m new facility and

$207m debt/equity swap,

extension of $97m shareholder

loans, new development and

credit facility totalling $145m

and $53m placing and open offer

$653m

November 2014

Sponsor

United Cacao Limited SEZC

$10m equity placing and

Admission to AIM

£23m

December 2014



26

Lekoil Limited

Acquisition of 40% in the

Otakikpo Marginal Field, Niger

Delta & $38m equity placing

$38m

May 2014


Kemin Resources plc

Equity placing with new

institutional & existing

investors

£2.05m

June 2014


& Joint Broker

Belphar Ltd

Recommended all cash offer

for Pan European Terminals

plc by Belphar Ltd by means

of a contractual offer

£23.4m

May 2014

Financial Adviser

Sunkar Resources plc

Recommended all cash offer

for Sunkar Resources plc by

SAPC by means of a

contractual offer

£6.26m

June 2014


CDialogues plc

Placing and Admission to

trading on AIM

£13.2m

June 2014


Essenden plc

Conversion of loan notes and

waiver of obligations under

Rule 9 of the City Code on

Takeover and Mergers

£27.5m

April 2014

Nominated Adviser

North River Resources plc

Project equity investment

from Greenstone Resources to

re-open Namib mine

$12.0m

July 2014


Savannah Petroleum plc

$50m placing, Admission to

AIM and acquisition of a 95%

interest in the R1/R2

production sharing contract,

onshore Niger

$125.5m

August 2014



Lekoil Limited

$100m equity placing with

new and existing investors

$100m

November 2013


Equatorial Palm Oil plc

Mandatory Cash offer by

Liberian project partner,

Kuala Lumpur Kepong

Berhad (KLK), for the

company

£17.7m

November 2013


Hambledon Mining plc


investors

£1.9m

January 2014


& Joint Broker

27


$222.4m fundraise consisting

of a $82.4m debt facility,

$40.0m placing and $100.0m

financing package with RCF VI

and Pacific Road, comprising

equity, mezzanine facility and

convertible bridge loan

$222.4m

January 2014


(1) Value of the enlarged company at possible offer price

Belphar Ltd

Unilateral possible, all cash,

offer for Pan European

Terminals plc.

Acquisition of 29.9% of issued

share capital and £8.85 million

of convertible loan notes

£32.3m(1)

November 2013

Financial Adviser

GoldBridges Global

Resources plc


institutional & existing

investors

£11.96m

February 2014


& Joint Broker

Stratmin Global Resources plc

Equity placing with certain

new institutional and high net

worth investors

£2.5m

March 2014


Gulf Keystone Petroleum Ltd

Advice in relation to the

migration from AIM to the

Standard Segment of the

Official List and admission to

the Main Market of the

London Stock Exchange

£923.2m

March 2014

Nominated Adviser


Cloudtag Inc.

Subscription for £1.5m and

Admission to AIM

£29.55m

March 2013


Sirius Petroleum plc

Exclusivity off-take agreement

with Glencore Energy UK

Limited

£41.75m

May 2013

Financial Adviser and Broker

Lekoil Limited

$50m placing, Admission to

AIM and acquisition of an

ultimate 30% economic

interest in OPL310, Nigeria

from Afren plc

$112.1m

May 2013


Lekoil Limited

Equity placing with new and

existing investors

$20.0m

July 2013


UMC Energy plc

Capital reduction and re-

domicile to Cayman Islands

and re-admission to AIM

£14.5m

August 2013


African Eagle Resources plc

Disposal of substantially all of

the Company’s assets and

liabilities to Blackdown

Resources (UK) Limited

£ not disclosed

August 2013


28

Hambledon Mining plc

Issue of convertible loan notes

to majority shareholder,

African Resources Limited

£17.25m

October 2013


& Sole Broker

Phorm Corporation Limited


institutional and existing

investors

£10m

March 2014

Nominated Adviser



Secured bridge loan facility of

US$15m, provided by two

existing institutional investors

US$15m

December 2012


Ultrasis plc

£2.9m refinancing, comprising

placings of £0.5m of equity

and £0.4m of convertible loan

notes and a £2.0m, 5 year,

secured, revolving credit

facility

£2.9m

January 2013


& Sole Broker


Fully underwritten, pre-

emptive placing and open

offer to existing shareholders

to raise US$78.4m (gross)

£95.6m(1)

January 2013


(1) Equity value of enlarged group at subscription price

Patagonia Gold plc

Equity subscription by existing

investors

£6.2m

February 2013


Victoria Oil & Gas plc


and new investors

£23.0m

February 2013


Cosalt plc

Disposal of Cosalt Offshore and

cancellation of listing

£ not disclosed

February 2013

Sponsor

Concha plc

Equity placing with new and

existing investors, share

consolidation and acquisition

of 40% of Moshen Limited

£0.9m

March 2013


& Joint Broker

29



investors

£2.39m

March 2013



Avisen plc

Recommended Share Offer

for 1Spatial Holdings plc

£4.7m

October 2011


Sinav Limited

Recommended cash offer for

GTL Resources plc via a

scheme of arrangement

£31.9m

October 2011

Financial Adviser

KDD Group N.V.

Acquisition of majority stake

(68.2 per cent.) by Groumon

Development, a vehicle

beneficially owned by

Andriy Verevsky

$16.0m

November 2011


KDD Group N.V.

Disposal of Sky Towers real

estate development project

to Cimbrorum Holdings LLC

$202.4m

May 2012


Agropeace Bio Ltd

Provision of convertible debt

financing by Strand Hanson

and other investors for

Agropeace, an Ethiopian based

castor oil producer

£ not disclosed

May 2012

Financial Adviser & Principal

Investor

30

Gulf Keystone Petroleum

Limited

6.25% Convertible Bond, due

October 2017

Lead Manager BNP Paribas

$275m

October 2012


Renaissance Russia

Infrastructure Equities

Limited Recommended proposals for the

restructuring of the Company,

including the transfer of assets to the

UCITS Fund, in specie dividend and

amendments to the Company’s

investment policy

US$95m(2)

October 2012

Sponsor & Financial Adviser

(2) Value of the assets transferred to the UCITS Fund


Disposal of 49 per cent.

shareholding in subsidiary

and Joint Venture

Agreement

$14.25m

March 2013


Regal Petroleum plc

Recommend partial cash

offer for the Company by

Energees Investments

Limited

£121.8m

March 2011

Nominated Adviser

Solomon Capital Limited

Cash offer for Metals

Exploration plc

£35.76m

April 2011

Financial Adviser

Nubian Gold Exploration

plc

Outright sale to Alecto

Minerals plc

£0.9m

May 2011

Financial Adviser


US$55m fundraise and

Admission to AIM

£94.4m

June 2011


Renaissance Russia

Infrastructure Equities

Limited

Introduction to the premium

segment of the Official List

and to trading on the Main

Market

US$186.6m

July 2011

Sponsor & Financial Adviser


Frontera Resources

Corporation

Restructuring of capital

structure including debt to

equity conversion, equity

placing, SEDA facility,

redomicile and Admission to

AIM

£81.8m

August 2011


31

Stonewall Mining Proprietary

Limited

Subscription by Hanhong Private

Equity Management Ltd for 38.88%

of the issued share capital of

Stonewall for $13m. Repayment of

indebtedness to Strand Hanson and

early redemption of outstanding

Strand Hanson warrants for $1m

$33.5m (1)

August 2011

Principal Investor & Financial

Adviser

(1) Value of enlarged group

Gulf Keystone Petroleum

Ltd

Equity Placing to existing

and new institutional

shareholders

$200.0m

September 2011


XXI Century Investments

Public Limited

Restructuring of capital

structure, including debt to

equity conversion by

existing bondholders and

warrantholders

$222.1m (1)

January 2011

Financial Adviser

(1) Face value of bonds and warrants

XXI Century Investments

Public Limited

$20m equity investment by

Renaissance Capital

$33.28m (1)

January 2011


(1) Equity value of enlarged group at subscription

price

Asian Plantations Limited


and new investors

£16.0m

January 2011

Nominated Adviser

Velosi Limited


the Company by Applus

Technologies Holding S.L., a

portfolio company of The

Carlyle Group

£88.0m

January 2011

Joint Financial Adviser &

Nominated Adviser

Stonewall Mining

Proprietary Limited

Provision of interim debt

financing by Strand Hanson

for Stonewall, a South Africa

gold mining group

£ not disclosed

January 2011

Principal Investor

Kalahari Minerals plc


the Company by CGNPC

Uranium Resources Co., Ltd

£756.0m

March 2011

Nominated Adviser


32

Trap Oil Group plc

£60.0m placing and

Admission to AIM

£78.3m

March 2011


Appendix II: Strand Hanson team

Simon Raggett,

Chief Executive

Scott McGregor,

Associate, Corporate

Finance

(South Africa)

Iek van

Cruyningen,

Director - Strand

Ventures

Richard Evans,

Chief Operating

Officer and

Compliance

Director

33

Matthew Chandler,

Director of

Corporate Finance

James Spinney,

Director of

Corporate Finance

Mustapha Omar,

Director, Head of

Corporate Broking

Richard Tulloch,

Director of

Corporate Finance

Andrew Emmott,

Director of

Corporate Finance

Ritchie Balmer,

Manager

James Dance,

Manager

James Bellman,

Associate,

Corporate Finance

Rory Murphy,

Director

James Harris,

Director

Stuart Faulkner,

Director Angela Hallett,

Managing Director

Warren Pearce,

Managing Director

(South Africa)

Simon Wharmby,

Non-Executive

Director

The Lord St John

of Bletso,

Chairman

Jack Botros,

Analyst

Simon Raggett Chief Executive

Simon joined Strand Hanson from

Greig Middleton & Co in 1999. He

became Chief Executive in 2006

and led the management buy-out

of the business in 2009.

Simon has been responsible for

the Company’s international

expansion through the

development of strategic

relationships. He acts as lead

adviser to a broad range of

domestic and international

clients, sovereign wealth funds

and global private equity

investment organisations.

Appendix II: Team profiles

The Lord St John

of Bletso Chairman

Anthony joined Strand Hanson in

April 2014 and in addition to serving

as its Deputy Chairman, is also

Chairman of its African business.

Anthony qualified as a lawyer in

South Africa and obtained a Masters

in Law from the University of

London before going on to work as

an oil analyst at County Natwest and

thereafter as a senior consultant to

Merrill Lynch.

Anthony was Chairman of Spiritel plc

between 2004-2012 and has also

been a non-executive director of

Regal Petroleum plc, Sharp Interpak

Limited and Pecaso Group Inc. He

has also served on the advisory

boards of Infinity SDC, Chayton

Capital and Ariya Capital with a

focus on Agriculture and African

business opportunities. He is

currently a non-executive director

of Albion Ventures LLP and

Chairman of the Governing Board of

Certification International.

34

Simon Wharmby Non-Executive Director

Simon has been an institutional

and corporate stockbroker for

over 35 years with Sheppards,

Charles Stanley and Corporate

Synergy. Simon graduated in 1969

from the University of East Anglia

with a degree in economics and

sociology. He co-authored a North

Sea Oil & Energy review for some

20 years prior to concentration on

a broader range of new AIM

issues. He is a member of the

Securities Institute, a former LSE

member, as well as being a

director of Albany Capital, and

Letchworth plc.

Rory Murphy Director

Rory qualified as a chartered

accountant with KPMG prior to

joining Greig Middleton & Co's

corporate finance division. He

joined Strand Hanson in November

2001, having worked latterly for

Charterhouse Securities Limited

and then ING Barings. He is

experienced across a broad

spectrum of sectors and has

advised on flotations, secondary

fundraisings and merger and

acquisition transactions.

Stuart Faulkner Director

Stuart read Modern History at St

Anne’s College, Oxford University.

After university, Stuart joined the

investment banking division of

Barclays de Zoete Wedd, which

was acquired by Credit Suisse First

Boston in 1997, before moving to

Merrill Lynch in 1998, where he

worked in the M&A and UK

coverage teams until 2005. Stuart

has advised a wide variety of UK

and international companies,

including a number of FTSE 100

companies and tier one financial

sponsors, on LBOS/MBOS,

disposals and mergers &

acquisitions and has extensive

experience of cross border and UK

Takeover Code transactions.

Stuart joined Strand Hanson in

February 2006 and is a Fellow of

the Chartered Institute for

Securities and Investment.


James Harris Director

James graduated in accounting

and joined Robert Fleming

Securities in 1993. Shortly

thereafter he moved with his

team to form the equity

corporate finance division of SG

Securities and then to Arbuthnot

Securities (formerly Old Mutual

Securities) in 2001. He has

advised companies across a wide

variety of sectors and

transactions, including flotations

and secondary fund raisings,

restructurings and M&A. James

joined Strand Hanson in May 2004.

35

Angela Hallett Managing Director

Angela Hallett graduated from the

University of Melbourne in

Australia with a combined Bachelor

of Arts and Bachelor of Commerce

degree and subsequently qualified

as a chartered accountant with

Arthur Andersen. Angela joined

Strand Hanson in November 2000

and advises on M&A and equity

capital markets transactions.

Warren Pearce Managing Director

Strand Hanson South Africa

Warren completed an honours

degree in Business Science at the

University of Cape Town before

joining Strand Hanson in February

2000. Warren provided M&A,

Takeover Code and equity

financing advice to listed and

private companies in the UK

before establishing the regional

office in South Africa in 2008.


36

Richard Tulloch Director of Corporate Finance

Richard Tulloch graduated from

Bristol University with a first class

honours degree in civil engineering

in 2000 following which he joined

ING Barings in corporate finance,

before joining Arbuthnot Securities

in 2004. Richard has advised on a

large number of transactions from

primary and secondary fundraisings

to general M&A advice including

disposals, acquisitions and UK

public offers across a wide variety

of sectors. Richard joined Strand

Hanson in September 2009.

Richard Evans Chief Operating Officer and

Compliance Director

Richard joined Strand Hanson in

2012, as Chief Operating Officer

and Compliance Director,

following over 25 years

experience working in both public

and private advisory businesses,

focusing on the small and mid cap

space. A graduate of Manchester

University, after qualifying as a

chartered accountant he worked

at BDO Stoy Hayward in the

Corporate Finance and

Investigations Department.

Following a two-year secondment

to the Listing Department of LSE,

he joined Brewin Dolphin in 1997,

becoming a director, advising on

M&A and ECM, acting as both

Nomad and Sponsor. In 2012, he

joined the FSA, where he was a

team leader supervising global

investment banks. He is Deputy

Chairman of the QCA Corporate

Finance Expert Group.

Matthew Chandler Director of Corporate Finance

Matthew graduated from Bath

University with B.Sc. (Honours) in

Business Administration and

subsequently qualified as a

chartered accountant with Ernst

& Young. He then joined Capita

Corporate Finance Limited

advising a diverse range of

unquoted clients on acquisitions,

disposals and venture capital

backed transactions. Matthew has

been a member of the executive

team at Strand Hanson since

March 2001, advising on all types

of M&A and ECM corporate

transactions.

Andrew Emmott Director of Corporate Finance

Andrew read Chemistry and

Physics at University College

Durham before qualifying as a

chartered accountant in 1997.

After two years with KPMG, he

joined the investment banking

arm of Brewin Dolphin in 1999,

becoming a director in 2006.

Andrew specialises in advising

mid-market quoted companies on

corporate finance transactions

and strategy. He has extensive

experience of a broad range of

transactions and industries.

Andrew joined Strand Hanson in

March 2011.


37

James Spinney Director of Corporate Finance

James read Politics and

Philosophy at Durham University

before qualifying as a Chartered

Accountant with PWC, where he

worked for 4 years before joining

the Corporate Finance practice of

Ernst & Young. Here James gained

extensive experience of cross

border transactions, working in

New York, Moscow and

Johannesburg, as well as being

involved in a number of high

profile transactions within

Europe. James advises on both

M&A and equity capital market

transactions.

Ritchie Balmer Manager

Ritchie read Economics &

Management at Keble College,

Oxford University. Following

university, Ritchie joined the

Natural Resources investment

banking team in RBC Capital

Markets, before moving to

Gleacher Shacklock, the M&A

advisory house, in 2010. He joined

Strand Hanson as a Manager in

October 2012 in the corporate

finance team, focusing on

advising on M&A and equity

capital market transactions across

a number of sectors.

Mustapha Omar Director, Head of Corporate

Broking

Mustapha has extensive

experience in capital markets,

primarily investment analysis and

corporate broking.

He was a Partner and Head of

Research at Collins Stewart, a

leading IPO fund raiser on

AIM. More recently he was one of

the three founding partners of

Chrystal Capital, specialising in

raising Pre IPO funds for global

growth companies. Prior to this

he was Head of Research at

Fairfax plc, pre IPO and AIM fund

raiser and Deputy Head of

Research at Williams de Broe.

Mustapha also served as a main

board director of AIM listed Nviro

Cleantech plc

He holds a First class honours

degree in Mechanical Engineering

with Mathematics and a PhD in

Materials Science from the

University of Reading. He is the

author of 5 scientific publications

in international journals.

James Dance Manager

James graduated from Bristol

University, in June 2006, with a

B.Sc. Honours in Biochemistry.

After graduation, James joined

Smith & Williamson where he

qualified as a chartered

accountant in 2009. He then

moved into Transaction Services,

gaining experience in financial

modelling and valuation, followed

by two years in the Corporate

Finance department. James holds

the Chartered Financial Analyst

designation and is a member of

the UK CFA Society. James joined

Strand Hanson, as a Manager

within the corporate finance

team, in December 2012.

James Bellman Associate, Corporate Finance

James graduated from Bristol

University in July 2010 with a

B.Sc. in Economics & Finance.

During his time at university and

immediately thereafter he

undertook a variety of work

placements, including at financial

sponsor Apax Partners; CBGA, a

commercial property agency and

most recently with KnightCF, a

corporate finance company

specialising in the Technology and

Telecoms sector. He joined Strand

Hanson in July 2011 as an analyst

within the corporate finance

team.

Scott McGregor Associate, Corporate Finance

Scott graduated from Exeter

University, with a first class

honours degree in Economics and

Politics, in June 2011. Prior to and

during his studies, he worked

within the Deloitte tax

compliance team and he was

awarded a place on the Deloitte

University bursary scheme. He

joined Strand Hanson, in August

2011, as an analyst within the

corporate finance team.


38

Jack Botros Analyst

Jack graduated from Bristol

University with First Class Honours

in Theology in 2011. He then went

on to earn an MA in Theology from

Oriel College, Oxford University,

graduating with Distinction in

2012. Prior to joining Strand

Hanson in 2014, Jack worked in

the finance department at Candy

& Candy before going on to

perform a similar role at an AIM

quoted technology company. Jack

is also a member of the CFA

Society UK.

Iek van Cruyningen Director – Strand Ventures

Iek has over 17 years’ experience

in the investment banking

industry, working in London, New

York and Los Angeles. Iek has a

broad range of sector and

transaction experience and was

formerly at SilverWind

Securities. Prior to that, Iek

worked for Libertas Capital for

over 6 years where he joined to

help establish the securities

operations in London before

becoming Head of Libertas

Americas. Prior to that Iek

worked in various equity capital

market roles at HSBC, Enskilda

Securities, Merrill Lynch and

Smith New Court.

Appendix III: Strand Hanson’s NOMAD clients

Industry

Mining

Specialist electrical component distributor

Oil & Gas

Mining

Mineral exploration

Mining

Media

Technology

Mining

Palm oil development

Mining

Mining

Mining

Mining

Canadian mineral exploration & development

Oil & Gas

Alecto Minerals plc

APC Technology Group plc

Bahamas Petroleum Company plc

Beacon Hill Resources plc

Bezant Resources plc

Bushveld Minerals Ltd

Catalyst Media Group plc *

CDialogues plc

Emerging Markets Minerals



GoldBridges Global Resources plc

International Mining & Infrastructure Corp plc

Kemin Resources Ltd

Landore Resources Limited

Lekoil Ltd

Client company

39

* Denotes Strand Hanson is appointed as Nominated Adviser & Broker

Oil & Gas

Investing Company

Mining

Building materials

Oil & Gas*

Mining

Technology

Oil & Gas

Renewable Energy

Oil & Gas

Mining

Oil & Gas

Mining

Agriculture

Mining

Oil & Gas

Food Products


Natasa Mining Limited

North River Resources plc

Northern Bear plc

Oilex Ltd

Patagonia Gold plc

Phorm Corporation Limited

Regal Petroleum plc

Renewable Energy Holdings plc*

Savannah Petroleum plc

Stratmin Global Resources plc

Trap Oil Group plc

UMC Energy plc

United Cacao Ltd

Vast Resources

Victoria Oil & Gas plc


Industry

Client company

40

Appendix III: Strand Hanson’s NOMAD clients

* Denotes Strand Hanson is appointed as Nominated Adviser & Broker

Contacts

Simon Raggett,

Chief Executive

Warren Pearce,

Managing Director

(Strand Hanson South Africa)

UK Office 26 Mount Row

Mayfair

London

W1K 3SQ

+44 (0) 20 7409 3494

[email protected]

South Africa Office Suite 9, Second Floor

Madison Place

Alphen Office Park

Constantia Main Road

Constantia

Cape Town

7806 South Africa

+27 (87) 828 0408

[email protected]

For a full list of recent transactions, team profiles and retained clients please refer to

www.strandhanson.co.uk

41

mailto:[email protected]

mailto:[email protected]

Strand Hanson Limited

26 Mount Row London W1K 3SQ

Tel: 020 7409 3494 Fax: 020 7409 1761

Strand Hanson Limited is authorised and

regulated by the Financial Conduct Authority.

Strand Hanson Limited

Registered in England. Company no. 2780169

Registered office 26 Mount Row, London, W1K 3SQ

Strand Hanson Limited South Africa

Suite 9, Second Floor, Madison Place

Alphen Office Park, Constantia Main Road

Constantia, Cape Town, 7806

Tel: +27 (21) 418 0320 Fax: 020 7409 1761

Mail: [email protected]

1. overview of strand hanson both transaction opportunities for listed clients (particularly in the...

Documents