first capital corporate brochure jan 2013

Experienced. Connected. Trusted.

Corporate Overview 2013

FirstCapital

Elsinore House

77 Fulham Palace Road

London W6 8JA

United Kingdom

Tel: +44 (0)20 8563 1563

www.firstcapital.co.uk

Contact: Jason Purcell

[email protected]

http://www.firstcapital.co.uk/

Experienced. Connected. Trusted. 2

Independent

advice, expert

transaction

execution

UK based, we

have a global

reach

Proven ability

to achieve a

better outcome

• FirstCapital is a leading European investment bank specialising in

advising high growth European technology companies

• Our team of senior investment bankers have collectively advised over

220 clients, from technology start-ups to multinationals, on over $145bn

of domestic, international and cross border transactions

• Established in 1999, we are recognised for our integrity, professionalism

and trustworthiness

• We have consistently proven our ability to deliver

• superior results through insightful positioning

• high success rates through tenacious commitment to closure

Investment Bank of the Year (UK Technology Sector) 2012

Boutique Investment Bank of the Year – UK 2012

FirstCapital: Experienced, Connected, Trusted

Investment Bank of the Year (Technology sector) - UK 2013


We have global reach

“FirstCapital had the

commitment and

tenacity to manage a

broadly based,

international sale

process, dealing with

the world's top

players.

They were thoroughly

professional, adding

value throughout a

complex process, and

on hand for support

whenever we needed

them. We are

delighted with the

result.”

Sean Phelan,

Multimap Strategic partnership with Covington

Associates, Boston, USA

3


Our Sector Focus: High growth innovative technology

4

Internet

IT & Digital Services

Software

eCommerce

Digital Media

• We see immense potential for companies in emerging themes such as digital marketing, convergence, mobile

applications, virtualisation, unified communications and cloud computing

• Delivery models are increasingly shifting towards managed services with single point of contact and compliance

• Major agencies are driving consolidation as they seek to grow digital revenues. We expect continued activity in the

highly fragmented IT and managed services market

• The global eCommerce market has grown to nearly €700bn and is expected to continue to grow at CAGR of c.17%

over the next 4 years. Mobile, social and eCommerce infrastructure are key areas of focus

• Internet majors are particularly active acquirers but with divergent strategies (e.g. Amazon seeking to dominate

single category whilst eBay acquires infrastructure to support its merchants)

• Lots of activity in this sector as the digital transformation forces publishers to reinvent themselves

• Cheaper distribution costs and access to much wider audiences are opening up significant opportunities

• Acquisition activity dominated by traditional media players launching into new business models and expanding

distribution channels. Also seeing activity from more unconventional players such as supermarkets

• Software delivery models are under increasing pressure with the rise of SaaS and open source software

• Infrastructure software space is undergoing profound change with the development of virtualisation and cloud based

computing

• Fragmented enterprise software space consolidating at an increasing rate as acquirers seek high growth niches

• Acquisition activity led by large enterprises continuing to seek vertical specific and SaaS targets

SaaS

Managed

Services


Hazel Moore, Chairman Hazel has been active in advising clients on strategy and transactions for over 20 years. Before founding

FirstCapital in 1999, Hazel was Sales Director in London for WI Carr, a leading Far Eastern stockbroker. Previously

she was based in Hong Kong for 5 years as Head of Equity Research, responsible for advising institutional investors

on market strategy. Hazel is a CFA, with an MA (Natural Sciences, Cambridge University).

Jason Purcell, CEO Jason’s area of expertise includes internet, software and services companies. Prior to co-founding FirstCapital,

he was a Director of Union Bank of Switzerland (UBS), and worked on numerous deals in India and Pakistan.

Previously he was a number 1 ranked equity analyst with Smith New Court. Jason is a CFA, with an MA

(Management Studies & Physics, Cambridge University). He is on the Imperial Innovations advisory board.

Piers Hartland-Swann, Managing Director Piers joined in 2008 from MacArthur and Co. Prior to this, as Senior Managing Director at Bear Stearns in Hong

Kong, Piers led the team advising China Telecom on their $1.4bn IPO in 2002. Prior to this, Piers was Head of

Asian Telecoms corporate finance at UBS Warburg, where he led the team advising on PCCW’s $34bn bid for Hong

Kong Telecom, which was Asia’s largest M&A deal. Piers graduated in Civil Engineering from London University.

Peter Wolfers, CFO Peter joined FirstCapital in 2005 and manages the FirstVentures portfolio. He was previously a Founding Director

of FNI Venture Capital, the venture capital fund of the Nixdorf family. Prior roles include VP Marketing for

Incases, a German EDA company, and various senior strategic marketing and technical roles with IBM and

Lockheed. Peter is a board director of Ranier.

Our Directors are Experienced Financiers

John Yeomans, Director John’s focus area is communications and digital media. Previously as Head of HSBC TMT corporate finance, John

built the department to a $120m global business. Previously he was a TMT strategy consultant with KPMG and

Regis McKenna, and has extensive strategic, marketing and technical experience in Mitel and venture backed

companies. John has a starred first class degree in Electrical Sciences from Cambridge University.

5


Zaeem Maqsood, Vice President Zaeem focuses on software and internet companies. He joined FirstCapital in 2005 from Library House where as a

Product Manager he developed venture capital analytics tools. Prior to this he was a strategy consultant with

IconZest and also spent 4 years at Merrill Lynch in London & New York. He has an MBA from Cambridge, an MA

from the IoE, London, and an MSc. and BA from UCL. Zaeem holds the Certificate in Corporate Finance.

Jennifer Stratton, Associate Jennifer joined FirstCapital in early 2012, and is focused on the internet and digital media sectors. Previously,

she spent 5 years in the TMT investment banking team at Citi, advising global clients in international M&A and

financing. Jennifer has an MA in Economics from Cambridge University and an MA (distinction) in International

Studies from SOAS.

Our Professional Staff

Sean Parry, Associate Sean joined FirstCapital in 2009, and is focused on the internet and digital media sectors. Previously, Sean spent

3 years at Morgan Stanley, advising institutional funds and hedge funds on their Japanese equity investments.

Sean graduated from Oxford University, in Materials Engineering and Economics (M.Eng).

6

Bala Krishnan, Vice President Bala specialises in communications and business services companies. He joined FirstCapital in 2006 having

graduated from the London Business School with an MBA in Finance & Private Equity. Prior to this Bala worked for

3 years at London based Advent Venture Partners. Bala qualified as a Chartered Accountant at KPMG London,

where he advised clients in the TMT space.


David Sexton David brings extensive experience in telecommunications and computer services on both a national and global

scale, particularly in marketing, strategy development and business change. Over the past 20 years he has held a

range of board level and management positions within the telecommunications industry including President of

Global Markets at Cable and Wireless. David now holds a number of advisory and non-executive roles with early

stage businesses.

Rod Attwooll Rod has a wealth of experience including 25 years as Managing Director of Texas Instruments, Mercury

Communications and other interesting technology companies. He brings broad knowledge of the electronics

sector and specific management skills in Sales, Marketing and Leadership. Rod has successfully raised funds for a

number of start-ups in the Semiconductor, Materials and Internet sectors including Danionics, ES2 and Netcom.

Rod currently advises companies on strategic direction and change.

Bob Mann Bob has spent over 25 years in the technology industry. Prior to founding Siebel Systems in Europe, he was Vice

President for Legent which had revenues of $175m and 500 people in Europe. Bob has extensive expertise in

building the operations for exceptionally fast-growing software companies. Bob holds a number of directorships

and advisory positions and sits on the Technology Advisory Group of Scottish Equity Partners.

Richard Atkins Richard’s career has focused on the IT and support services industry. He has held senior positions in marketing,

strategy and general management at IBM. He was General Manager of IBM Global Services Northern Europe, and a

member of the IBM Global Services European Operations and IBM worldwide Senior Leadership teams. In 1991,

Richard, as Finance Director, led the MBO of Data Sciences Limited from Thorn EMI plc before managing its sale

to IBM in 1996. He was senior non executive director of Message Labs, sold to Symantec for $695mn, and is

Chairman of 7 City Learning Ltd and NED at Global Crossing UK.

Adviser Bios: Leveraging Networks and Experience of Senior Executives

7


Our Services: What We Do

Strategic Advice

Services

Assessment of strategic options

Development of M&A strategies

Valuations and fairness opinions

Deliverables

Work with company boards to

develop long term strategies to

realise corporate objectives

Benefits

Experienced, unbiased advice to

enable client to accurately assess

all options and develop plan to

generate value

Fund Raising

Services

Private placements to VC/PE and

strategic investors

Range €5mn +

Deliverables

Work with clients to develop

financing strategy

Identify target investors based on

client needs and characteristics

Leverage extensive contacts in the

investment community

Benefits

Ensure financial strategy is aligned

to specific needs

Deliver right investors /syndicate

of investors

Maximize the outcome for

shareholders and management

Mergers and Acquisitions

Services

Mergers and acquisitions for public

and private companies

Transaction value range €15-

200mn

Deliverables

Position client within market and

competitive space

Provide insightful analysis and

positioning to understand value

drivers and hence target universe

Leverage network of relationships

within buyers and sellers (both

strategic and financial)

Run a tight and rigorous process

through to close

Benefits

Attract interest from genuine

buyers and generate competitive

tension to deliver maximum value

to client

8

Track Record and Selected Case Studies


FirstCapital track record: Select deals (I)

April 2009

Private Placement

Swarraton Partners

Naxos

Exclusive financial advisers

to i2O water

June 2012

Financial advisers to LDC

Has acquired

September 2012

Acquires


to Mediafed

October 2012

Has been acquired by


to Valueworks

January 2013


to Salmon


May 2012

Financial advisers to BDC

Has acquired

January 2011

Private Placement

Frog Capital


to RatedPeople

June 2009

Private Placement

Succes Europe

Albion Ventures

Oxford Capital Partners


to Helveta

February 2010

Private Placement

Alliance Trust

FirstVentures


to FirstVentures

March 2010

Private Placement

MMC Ventures


to myvideorights

April 2010

Private Placement

BeCapital

Carbon Trust


to Helveta

June 2010

Private Placement

Capricorn, Morningside

Carbon Trust, OCP


to Green Biologics

October 2010

Strategic Advice

Financial advisers

to Trader Media Group

July 2011

Zeus - a portfolio company

of FirstCapital


April 2009

Private Placement

Acton, Index, Highland


to Glasses Direct

December 2008

Acquisition by


to Texperts

February 2009

Private Placement

Investors

Undisclosed


to Everyclick

October 2008


to Player One

Strategic Advice

October 2008

Private Placement

Azini, FirstVentures

Herald Loudwater,

SPARK


to FirstVentures

January 2008

Private Placement

Alliance Trust

FirstVentures


to Ranier

January 2008

Private Placement


to Prosonix

Solon, Quest

Entrepreneurs Fund


FirstCapital track record: Select deals (II)

May 2005

Has acquired


to Cassium

Coronel &

Gantock

June 2007

Acquisition by


to Centric

July 2007

Equity and debt round to

finance acquisition of


to FirstVentures

July 2007

Private Placement

Index Ventures

Highland

Capital Partners


to Glasses Direct

March 2007

Private Placement

Investor Syndicate

Including

FirstVentures


to FNI Venture Capital

December 2007

Acquisition by


to Multimap

December 2006

Private Placement

Eden Ventures


to Reevoo

May 2006

Acquisition by

Index

Highland


to AIM Group

October 2005

Private Placement

Investor Syndicate

Including

FirstVentures


to FirstVentures

August 2005

Private Placement


to Global Silicon

Quester,

Celtic House, MTI

July 2005

Private Placement

Benchmark Capital


to Rawflow

July 2006

Private Placement


to FirstVentures

Investor Syndicate

including

FirstVentures

May 2005

Acquisition by

Eden


to Cassium

April 2005

Private Placement

Pentech Ventures

Iris Capital


to OmniPerception

February 2005

Private Placement

SEP, Cazenove

Cross Atlantic


to Zeus Technology

January 2005

Private Placement

MTI, DVC, Alice

Cazenove, FNI


to Powerlase

November 2003

Private Placement

The Challenge Fund


to OmniPerception

January 2004

Private Placement


to Oxonica

VCF, BASF

Quester

October 2003

M&A and

Strategic Advice


to Viewgate

September 2006

Acquisition by


to Smart421

June 2002

Private placement

Granville Baird

Lynx Capital


to AIM Technology

http://www.adaptplc.com/Default.aspx

http://www.omniperception.com/

http://www.omniperception.com/


Case Study: Salmon

“From the very beginning

FirstCapital demonstrated

the depth of their

knowledge in our sector...

FirstCapital has delivered

exactly the outcome we

were looking for when we

set off down this path; not

only have we recognised

the value in Salmon, but

we have also found a

match with the ideal

acquirer to accelerate the

next phase of Salmon’s

global growth.”

Chris Harvey

founder, Salmon

Transaction highlights • Transaction type: Acquisition

• Consideration: Undisclosed

• Offer: Cash (upfront and earn out)

• Sector: B2B eCommerce solutions provider

• FirstCapital role: Sole financial adviser to Salmon

Profile of client • Salmon provides digital consulting, design, delivery and support services for complex, multi-channel eCommerce systems to

leading retail, wholesale and manufacturing brands including Akzo Nobel, Argos, Game, Halfords, Kiddicare, Morrisons,

Selfridges and Premier Farnell

• The shareholders of the business wanted to realise the value they had built in the business, whilst bringing in a partner to

help realise the considerable growth and opportunity for Salmon

• Salmon sought an eCommerce specialist adviser, with a deep understanding of the company and its sector and with the right

contacts globally amongst the trade acquirers and private equity community

Profile of acquirer • WPP is the world’s largest marketing communications company with $16bn in revenues

• Sir Martin Sorrell, CEO WPP said: “The application of technology to marketing continues to accelerate, not least in the retail

market, and success requires close collaboration between our clients’ marketing and sales organisations and their IT

organisation. [This deal] will allow WPP to bring clients a tightly-integrated solution across both marketing and technology

and help both the CMO and CIO deliver customer-centric multi-channel solutions”

FirstCapital value-add • Drawing on its knowledge of market trends and key value drivers, FirstCapital identified a new category of high value buyers,

as well as the more obvious parties, and articulated a compelling proposition to those buyers

• FirstCapital drove a competitive bidding process, which generated multiple competing offers, allowing the shareholders to

realise a substantial uplift in value for the business

• Operating as an independent entity managed by the existing management team, who retain a stake in the upside of the

business, and with access to the global resources and network of WPP, Salmon is in an excellent position to capture market

share in its next phase of rapid growth

January 2013



to Salmon

12


Case Study: Valueworks

“HgCapital is the ideal

partner to help take

Valueworks to its next

stage of development.

FirstCapital played a

pivotal role in enabling

the transaction and were

a great team to work

with. I hold them in the

highest regard and would

not hesitate to

recommend them or to

work with them again”

Jeff Dandridge

founder, Valueworks

Transaction highlights • Transaction type: Partial buyout


• Offer: Cash

• Sector: B2B internet, SaaS

• FirstCapital role: Sole financial adviser to Valueworks

Profile of client • Valueworks provides a cloud-based e-Marketplace platform offered on a SaaS basis for landlords, contractors and

merchants in social housing, construction and property markets in the UK

• The founders of the business wanted to bring in a partner to help realise the considerable growth and opportunity for

Valueworks, but also wanted to de-risk their own personal involvement through a partial realisation. The CEO also

wanted to step back from the day to day running of the business and bring in a new CEO

• For its adviser, Valueworks sought a software specialist who demonstrated a deep understanding of the company and

its sector and who had the right contacts with potential investors in order to optimise value

Profile of investor • Hg Capital is a leading European private equity fund manager, managing £3.8bn with a strong track record and

considerable expertise in growing successful software businesses in relevant sectors to Valueworks

FirstCapital value-add • FirstCapital worked with management to build and refine the business plan and model in order to best position the

company and quantify its market opportunity

• FirstCapital managed a competitive bidding process, receiving multiple offers for the business, and provided detailed

support and project management throughout the due diligence process

• Through its contacts in the sector FirstCapital introduced an experienced CEO to the company, providing the

management resource required by both founders and incoming investors

• With a new blue chip backer, a new CEO and considerable resources available, Valueworks is in an excellent position

to capture growth and market share in the next phase of growth. Meanwhile the founders have been able to realise

some value, whilst retaining a considerable share in the upside of the business

October 2012



to Valueworks

13


Case Study: Glasses Direct

“Keeping all the

company’s stakeholders

happy was going to be

critical and FirstCapital

had the trust and respect

of all parties as a result

of our successful first

round of fundraising. Our

existing shareholders in

particular knew they

could rely on FirstCapital

to consider their

interests and secure a

deal that also met their

objectives”

James Murray-Wells

founder, Glasses Direct

Transaction highlights • Transaction type: Private placement

• Consideration: £10mn

• Offer: Cash

• Sector: Consumer internet

• FirstCapital role: Sole financial adviser to Glasses Direct

Profile of client • Glasses Direct is the world’s largest online retailer of prescription glasses

• FirstCapital successfully advised on Glasses Direct’s £3mn series A round from highly respected global investors Index

Ventures and Highland Capital Partners and established itself as a trusted adviser to the company. The board and

shareholders of Glasses Direct then sought FirstCapital’s assistance for its £10mn series B to fund further expansion

Profile of investor • Acton Capital Partners is a specialist consumer internet investor, formed from the strategic corporate investment arm

of German media giant Hubert Burda Media

• Index Ventures and Highland Capital Partners both re-invested

FirstCapital value-add • Glasses Direct sought a global tier 1 investor with deep enough pockets and strong enough ambitions to support the

company in its next phase of growth

• FirstCapital ran a focused, global roadshow, providing full support to management through an intense phase of activity

• FirstCapital managed a competitive bidding process, providing strong negotiation support, while keeping the board

and shareholders informed through clear and objective analysis of the different bids received, in particular balancing

the requirements of different stakeholders (management, angels, series A investors and incoming investors)

• Tight project management ensured rapid due diligence and legals kept to schedule with a timely close of the deal

• Excess demand generated allowed Glasses Direct to expand the round and to enable certain investors to sell down a

part of their stake

April 2009

Private Placement

Acton,

Index, Highland


to Glasses Direct

14


Case Study: Multimap

“FirstCapital did an

outstanding job of

looking after the

interests of all

Multimap

stakeholders. They

were ambitious in the

expectations they

created and then

delivered on their

promise with

experience and

integrity”

Sean Phelan

Founder, Multimap

Transaction highlights • Type of transaction: Trade sale


• Offer: Cash

• Sector: Consumer internet

• FirstCapital role: Sole financial adviser to Multimap

Profile of client • Multimap was the leading independent mapping company in Europe with both a B2B offering and a popular B2C site

• A significant minority investor in Multimap was seeking liquidity. The founders wanted to explore options and the

optimal timing for a transaction in the context of a rapidly changing market with several major new entrants (eg

Google) and a number of high profile acquisitions (eg Nokia $8bn acquisition of Navteq)

Profile of acquirer • Microsoft is one of the world’s largest software companies by both revenue and market capitalisation, headquartered

in Redmond, USA. It develops, manufactures, licenses and supports a wide range of products and services related to

computing, gaming and the internet

FirstCapital value-add • FirstCapital worked with management to articulate Multimap’s key strengths and growth opportunities in a complex

and rapidly changing market

• In an international marketing process, FirstCapital contacted a shortlist of investors as well as key potential acquirers,

and solicited offers for both a growth funding transaction as well as an outright sale

• Having received several competing offers, we provided strong negotiation support to enable Multimap to select and

maximise the optimal outcome

• Once Microsoft was selected as the preferred bidder, FirstCapital was then able to manage a detailed and rigorous due

diligence process through to a rapid successful close

• The transaction delivered not only an excellent strategic fit for the company, with Multimap now integrated as the

core of Microsoft’s mapping products in Europe, but also provided a highly attractive financial return for the Multimap

shareholders

December 2007

Acquisition by


to Multimap

15


First Capital Corporation Ltd is authorised and regulated by the Financial Services Authority

FirstCapital

Elsinore House

77 Fulham Palace Road

London W6 8JA

United Kingdom

Tel: +44 (0)20 8563 1563

www.firstcapital.co.uk

Contact: Jason Purcell

[email protected]

http://www.firstcapital.co.uk/

first capital corporate brochure jan 2013

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