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The Financial Times, October 2003 The Financial Times, October 2003
Deal Summary Transaction Documents
Press Clippings
October 2003
US$130 million Block Trade
Placing 31.7% stake
Lead Arranger & Bookrunner
Highlights:
• US$130 million block trade with a 10% stake acquired byBarrick Gold and the remainder placed in the market
• Generated US$306 million of demand in 8 hours in a 3xcovered deal (excluding Barrick block)
Selling Memorandum Research
Daily Telegraph, October 2003 The Times, October 2003
Deal Summary Case Study
July 2003
Offer to acquirean additional 20% stake in
for £50 million viaa structured offer of puts (SOP)
Financial Advisors to Offeror
Financial Times,22 July 2003
Put Option Position DiagramOfferingMemorandum
• Structured as an offer of put options over 20% of theoutstanding share capital of Monsoon. Investorspurchasing the puts acquired the right but not theobligation to sell their shares to Stoneycroft at a fixedprice of 140p.
• Upon the completion of the transaction, Monsoontransferred its listing from the Official List of the LSEonto the Alternative Investment Market (AiM).
• Structured as an alternative to the standard tenderoffer, the SOP structure has inherently less risk andallows for a significantly longer offer period and alsoflexibility on the pricing with regards to the put optionprice.
• The structure allowed investors a considerable amountof time to make an investment decision.
• Institutions purchasing the put options boughtdownside protection for 3 months with a guarantee ofan exit, in size, at a fixed price.
• The SOP structure provides an attractive mechanismfor a controlling shareholder to raise its stake in acompany.
• Facilitated an exit opportunity for investors in a tightlyheld stock.
• Demonstrates 3C’s capability to offer innovative,tailored solutions for our clients.
Profit
Loss
Existing Shares
140 Put @ 10 Premium
Net Position ofshares and Put
Put ProtectionExisting sharesNet Position
0
-10
110 120 130 140 150 160
Deal Summary Transaction Documents
Highlights
June 2004
US$28 million Secondary Offering
for
onRTS and MICEX in Russia
Financial Advisor
• 3C acted as joint financial advisor with ABD Capital and generated15% of the demand
• Joint lead managers: 3C, Aton Capital, Deutsche UFG, TroikaDialog
• 15 million new shares issued, increasing the free float fromapproximately 26% to 36%
• Transaction successfully completed despite difficult marketconditions with the RTS Index declining over 15% between theannouncement and closing
Offering Prospectus Research Term Sheet
Highlights
• “Accelerated” IPO structure was utilised with a cash shellintroduced to AiM via a fully underwritten institutional placing
• The listed shell, inter alia, conditional upon the admission,agreed to acquire Centaur Communications
• 3C generated £5 million of demand representing 4% of thetransaction
Deal Summary Transaction Documents
March 2004
£134 million accelerated IPO
onthe AIM market of the LSE
Placing Agent
IPO Research IPO Placing Memorandum
Deal Summary Transaction Documents
Deal Highlights
April 2004
US$9.5 million Pre-IPO Private Placement
for
Financial Advisor
Pre-IPO PrivatePlacement Memorandum
Pre-IPO Research Financing Summary
• Tight two week targeted marketing process with 17 of the 23investors approached taking part in the transaction
• Pan-European distribution with majority of shares placed withUK and Swiss investors
• Proceeds used to advance the development of assets inpreparation for the planned IPO on the AiM market of the LSE
Deal Summary Transaction Documents
Press Clippings
August / November 2003
US$4 million pre-IPO Private Placement
&£16 million IPO
of
onthe AIM market of the LSE
Corporate Advisor / Placing Agent
Highlights:
• Pre-IPO fund raising completed in 6 weeks
• 3C generated c. 20% of IPO demand and introduced acomplementary international investor base away fromtraditional London-based mining investors
• AngloGold Ashanti recently acquired strategic stake
Pre-IPO Private Placement
Research
Pre-IPO Private Placement
Memorandum
IPO Research IPO Prospectus
TRANS-SIBERIAN GOLD LIMITEDPlacing of up to 650,000 New Ordinary Shares with Warrants (with an exercise price of $5,
American style and a tenor of 2 years)at $4.00 per share
Private Placing Memorandum
Adviser to the Company
City Capital Corporation Limited
Page 1
The Moscow Times, November 2003 The Financial Times, November 2003
Daily Telegraph, October 2003 Mining Journal, November 2003
Deal Summary Transaction Documents
Press Clippings
April 2003
€16 million strategic saleof
to
Financial Advisor to Euroad
Highlights:
• 3C approached 83 prospective buyers worldwide with CEO/FD levelcontacts initiated with 80% of the prospective strategic buyers
• Full upfront cash consideration paid on completion
• Transaction completed on a fast track timetable
• 3C ensured the Company’s management was able to successfullycontinue to run the business throughout the execution process
• One of the largest M&A transactions in Poland over the last 3years
• Euroad demonstrated that attractive valuation multiples can beachieved for good quality C&EE corporates
InformationMemorandum
Prospective Buyers List Sector OverviewResearch
Puls Biznesu, April 2003 Biznes Warszawski, April 2003
Gazeta Prawna, April 2003 Rzeczpospolita, April 2003
Deal Summary Transaction Documents
Research Coverage
June 2003
US$6 millionBond with warrants
Financial Advisor
Highlights:
• 3C provided continued support to RBC by raising funds tofinance RBC’s TV venture
• Dedicated related research coverage, focusing both on thecompany and the sector
• TV channel has been a highly successful venture for theCompany
Bond with Warrant Prospectus Market Update
RBC-TV Research Pay TV in Emerging MarketsOverview Report
Deal Summary Transaction Documents
Press Clippings
December 2002
£25 millionInitial Public Offering
of
onthe AIM market of the LSE
Capital Markets Advisor
Highlights:
• Advised Highland Gold independently of the Lead Manager
• First AiM stock to utilise a Greenshoe
• Largest listed Russian gold pure play at the time
• Largest mining stock, second largest company on AiM, at thetime
IPO Placing Memorandum IPO Research
Investors Chronicle, December 2002 The Moscow Times, December 2002
Financial Times, December 2002 Independent, December 2002
Deal Summary Transaction Documents
Press Clippings
April 2002
US$13 million IPOof
onRTS and MICEX in Russia
Financial Advisor
Highlights:
• Advised RBC independently of the Lead Manager
• 3C was also involved in the Pre-IPO convertible bond
• 5 times oversubscribed deal with orders received for US$64million
• First domestic Russian IPO with a simultaneous listing on RTSand MICEX; First media/IT IPO in Russia
• Market capitalisation at IPO of US$83 million doubling over thenext 12 months
Pre-IPO Convertible BondProspectus
IPO Prospectus IPO Research
Sunday Times The Moscow Times
IFR Financial Times
Deal Summary
September 2004
Over £5 million Placing ofConvertible Cumulative Redeemable
Preference Shares for
Financial Advisor
Highlights:
� 3C raised £5.4 million with majority of shares placed
with international institutional investors.
� Proceeds used to expand in new markets inparticular, India, the USA and South Africa.
� Planned IPO on AIM of the LSE in 2006 / 2007.
Transaction Documents
Private Placement Memorandum Research
Press Clippings
Financial Times June 2005 Financial Mail November 2005
Deal Summary
July 2005
$10 millionPre-IPO Private Placement
by
Tynda Forest Holdings Limited
Financial Advisor
Highlights:
� Peter Hambro’s latest Russian venture in the timberharvesting sector
� Company exports logs to the two largest timberimporting countries in Asia of China and Japan
� Majority of the $10 million placed with institutionsdespite UK investor’s general unfamiliarity with thesector
Transaction Documents
Private Placement Memorandum,Jaakko Poyry Resource Verification Report
Research,Financing Summary
Roadshow Presentation, Photo Book
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Deal Summary
May 2006
£20.4 million Reverse Takeover
of Bora Communications plc by
following a £4.1 million
Pre-IPO Private Placement
Capital Markets Adviser
Highlights:
IPO of Eleksen Limited, an electronic sensor technology
company, via a reverse takeover of Bora Communications,
an AIM listed cash shell controlled by 3C
Shareholders include MTI, 3i and Siemens Venture Capital
Pre-IPO fundraising size increased due to excess demand
Customers include Microsoft, Spyder, O’neill and Kenpo
Strong patent portfolio
Transaction Documents
AIM Readmission
Document 3C Research Financing Summary
Press Clippings
The Independent, 2 May 2006
Shares, 20 April 2006 Financial Times
2 May 2006 6 April 2006
City A.M. 6 April 2006
Deal Summary
September 2005
IPO
raised
£500,000
for
Corporate Broker
Highlights:
Successful flotation for this Diamond exploration company operating in Finland
Provided working capital to support exploration programme and drilling
Successful start made to new programme
City Capital Securities first IPO, fundraising and Corporate Brokership
Transaction Documents
Annual Report Admission Document Pathfinder
Press Clippings
Sharecast: 1stSeptember 2005 Growth Company: 31st August 2005
Deal Summary
April 2006
Institutional
Secondary
Placing
£500,000
Corporate Broker
Highlights:
Proceeds to fund advanced exploration and drilling programme in 600 sq mile licence area in Ireland (North & South)
Funding sufficient to reach pre-feasibility stage / joint venture partner
Transaction Documents
Location of Licence Area Annual Report 2005 Institutional Placing Presentation
Press Clippings
World Gold Analyst: April 2006 Press Release: 6th April 2006