CAPRICORN PRIVATE EQUITY Institutional Investor Learning Journey October 2007 STRICTLY PRIVATE & CONFIDENTIAL
Agenda Introduction Section 1 Investment Focus Section 2 Capricorn Approach Section 3 Conclusion Section 5 Appendices Selected Case Studies 2 Appendix 1
Introduction
Introduction l l This is the third private equity fund raised by Capricorn, but the first in which unaffiliated third parties will be given the opportunity to participate l The Fund will be managed by Capricorn Private Equity. l Capricorn is facilitating the introduction of an anchor investor into the Fund who will commit to investing $45 m or 15% of the targeted fund size l Capricorn will be compliant with the BEE Codes of Good Practice as issued by the Government of South Africa l 4 Capricorn is raising a US$300 million buy-out fund focussing on middle market companies in the industrial and consumer sectors in South Africa (the “Fund”) The Fund will seek to achieve an internal rate of return (“IRR”) of 25% net of fees and expenses
Core Management Team Geoff Snelgar - Geoff founded Capricorn in 2003 and is Chairman of the Investment Committee. Geoff is responsible forming and implementing Capricorn’s investment strategy and managing key relationships with shareholders and portfolio companies. He is actively involved with the proactive management of all portfolio investments. Andrew Hunt - Andrew joined Capricorn in 2007 as Director and is responsible for day to day management of the Manager, the structuring and execution of all Portfolio Investments and is a member of the Investment Committee. Prior to joining CPE, Andrew was the Head of Investment Banking, Sub. Saharan Africa for HSBC Bank plc. Sean Meyersfeld - Sean joined Capricorn in 2007 as a Director and is responsible for transaction origination and new business development He plays an active role in leading transaction teams, deal structuring and execution, and the management of Portfolio Investments. Sean is a member of the Investment Committee. Prior to joining CEP, Sean was a senior coverage and execution banker at HSBC Bank plc. Gavin Chadwick - Gavin is the Managing Director of Capricorn. He is responsible for the day to day management of Capricorn, as well as identifying, analysing, and recommending investments, performing due diligence and leading transaction teams. He will actively assist the CPE team with a particular focus on adding value to the Fund’s investments. Rob Fihrer - Rob is a Director of Capricorn and has been with the group for seven years. Rob was actively involved in setting up Capricorn Fund Managers which manages the Hollard Stable Hedge Fund with over R 800 m under management. Rob is also a key member of the private equity team where he sources and evaluates deals and performs due diligence investigations and manages investments. 5
Investment Highlights Attractive Region Strong Track Record • South Africa has a stable political and economic environment • Good growth prospects on the back of emerging, consumer-driven middle class • Significant infrastructure investment over the next ten years • Established track record of superior performance dating back to 1992 • Average returns of 51% net of fees and expenses Under-serviced Market Niche Experienced Management Team • Strong team with complimentary skill sets • Access to proprietary deal flow across a range of sectors • Full range of skills and knowledge necessary to make successful investments Good Transaction Pipeline 6 • Private equity share of the regional market remains low • Attractive investment opportunities exist in middle market • Middle market defined as companies with a EV of between $75 - $150 million • Strong pipeline of attractive and imminent investment opportunities
Investment Thesis Middle Market Consumer Demand There are many attractive middle market investment opportunities that can be entered at lower multiples than their larger peers Established private equity participants have all raised larger funds and are now chasing larger transactions South Africa currently has the 2 nd largest purchasing power in the Emerging Europe, Middle East and Africa (EMEA) region High GDP per capita and growth offers significant opportunities South Africa plans to invest $50 billion in infrastructure over the medium term Infrastructure Spend BEE Fund will not invest in the infrastructure but in companies that will benefit from the significant infrastructure spend Capricorn sees BEE as an opportunity to facilitate transactions that may otherwise not be available to the private equity market Capricorn has a strong track record of BEE investments 7
Investment Thesis
The Opportunity – South Africa l l l South Africa is amongst the fastest growing economies globally, with medium-term GDP forecasted at 5. 5% through 2010 South Africa has a stable political and economic environment South Africa is the portal for a developing Africa GDP % Inflation (2000 a – 2010 F) 9 Interest rates % Trade and Current Account
The Opportunity – Middle Market l l 3 -year average EV/EBITDA for companies with EV below $100 million averaged 4. 2 x, compared with 7. 5 x for values of $100 million to $250 million, and over 9. 8 x for companies valued above $500 million Often a function of low free float, liquidity, or lack of broker coverage Pricing differential represents a significant opportunity to realise value by growing and preparing middle market companies for exit in the larger capitalisation market Established private equity participants in South Africa have raised large ($1 bn) funds and are now chasing larger transactions Size of Capital Size of Company Most competitive space Large $500 m revenues Middle Market Relatively Less Competitive $100 m to $500 m revenues Small Cap Very competitive space $15 m to $100 m revenues 10
The Opportunity – Consumer Spending l l l 11 One of South Africa’s key characteristics in recent years has been the growing wealth of the previously disadvantaged, consumer-driven middle class South Africa currently has the 2 nd largest purchasing power in the Emerging Europe, Middle East and Africa region and a high GDP per capita Despite historical growth, overall levels of house and car ownership remain low, and therefore the propensity to spend is expected to remain high
The Opportunity - Infrastructure l l 12 The scale of public infrastructure spending is a key aspect of the South African growth story South Africa plans to boost investment in infrastructure by approximately $60 billion over the next ten years This includes investment in electricity generation, ports, roads, rail, housing, bulk and hospitals Cement, steel, electricity and fuel producers are currently operating at or near full capacity, with significant capacity expansion expected in response to growing demand.
The Opportunity – BEE l l l Capricorn sees BEE as an opportunity to facilitate transactions that may otherwise not be available to the private equity market Capricorn has an extensive network of BEE partners and a track record of BEE investments Since BEE transactions are often executed at a discount to underlying value, Capricorn will use these opportunities to deliver superior investment returns for the Fund Selected transactions and the BEE discount Target Transacti on Value (Rm) Cost as % of Value Cost as % of Market Cap Nampak 250 981 25% 2. 6% Discovery 260 831 31% 2. 1% Murray & Roberts 175 494 35% 3. 4% Medi-Clinic 224 1, 088 21% 3. 5% Old Mutual 799 3, 448 23% 3. 2% Nedcor 968 3, 085 31% 3. 7% Mutual & Federal 166 663 25% 3. 1% African Bank 13 Economi c. Cost 350 600 58% 4. 3%
Capricorn Approach
Who We Are – Capricorn is a leading alternative-investment firm in South Africa which successfully manages a number of businesses: Private Equity • Hedge Fund • Capricorn • Property Fund Associate of the Hollard Group Hollard is South Africa’s largest private insurance company, providing shortterm and life insurance products Value of $750 million Operations in 9 countries Investor based in the United Kingdom Capricorn Ventures International Private equity investments in Nandos and Pizza Express Value of $1. 5 billion Ultimate holding company of Hollard 15
Strong Track Record Investment Sector Investment Date Size (Rm) Exit value (Rm) IRR Type of Transaction Baobab Solid Growth Micro-Finance 1993 R 6 m R 3, 300 m 208% Industry Roll-up Mustek Technology 1995 R 45 m R 164 m 122% Pre IPO Capital Clientele Life Assurance 1997 R 187 m R 2, 433 m 51% Buy-out Mercantile Banking 1998 R 174 m R 24 m -3% Public Restructuring Fed. Credit Life Assurance 2001 R 29 m - 100% plus Industry roll-up Fed. Sure General Short-term Insurance 2001 R 42 m R 232 m 50% Industry roll-up NAIL Media 2003 R 252 m R 355 m 45% Mobile Holdings Telecoms 2006 R 30 m Unrealised 15% Public market restructuring Growth Capital Eurosteel Steel 2006 R 37 m Unrealised 143% Westbrooke Retail 2006 R 45 m Unrealised 91% Pre- IPO Capital/BEE Growth Capital Toolquip Industrial 2007 R 38 m Unrealised n/a BEE Izwe Loans Financial Services 2007 R 10 m Unrealised n/a Mining, Oil & Gas Services Energy & Mining 2007 R 50 m Unrealised n/a Pre-IPO Capital/BEE Industry roll-up SAML Financial Services 2007 R 50 m Unrealised n/a Industry roll-up Total R 995 m 51% Notes: • • • 16 • IRRs for unrealised investments based on Director’s valuations as at 30 June 2007; Investments made in 2007 are valued at cost; Hollard currently owns 47. 6 million shares in Mercantile, with a market value at June 2007 of R 15. 7 million. IRR calculations are gross of expenses and carried interest; Fedsure Credit was integrated into Hollard Group where it currently provides a significant portion of Hollard’s credit life business. Fedsure Credit was purchased for R 29 million, plus interest over the period 1 January 2001 to 15 October 2001. However earnings from the business over that period exceeded the purchase price plus interest, with the result that the business was effectively acquired for free. The Fedsure General business was integrated into Hollard Group post acquisition, with the core commercial and industrial business becoming Hollard Commercial and General (HCG). In 2006 Hollard Group sold a stake in HCG to BEE investors for R 160 million. The indicative value of the UMAs at June 2007 in R 72 million.
Investment Approach Deal sourcing Investment Committee • Proprietary deal flow • Quickly assess multiple opportunities • Rigorous analysis of risks, returns and strategy • Geoff Snelgar • Andrew Hunt • Sean Meyersfeld • Gavin Chadwick • Rob Fihrer Sean Meyersfeld Geoff Snelgar Transaction Structuring • Structuring • Financing • Taxation • Management • Protections Andrew Hunt Portfolio Management • Business optimisation • Operational efficiencies • Strategic plan Gavin Chadwick Exit • Exit Process • Value maximisation Andrew Hunt Highly disciplined and active investment approach to sourcing, structuring, monitoring and exiting investments Partners with managers of good companies, providing capital and strategic resources to accelerate growth and improve operations 17
Transaction Pipeline Country Sector South Africa Diversified industrial 250 million Leveraged buy-out of a publicly traded industrial conglomerate in South Africa. Significant exposure to the domestic consumer market. South Africa Sugar 150 million Acquisition and refinancing of sugar mills and cane land in South Africa, in partnership with BEE. South Africa Waste management 30 million Acquisition of a leading independent waste management company with a view to consolidating a highly fragmented and historically public-sector managed industry. South Africa Steel Merchant 15 million Acquisition of a stainless steel distributor with significant activities in downstream steel processing and aluminium distribution, in conjunction with BEE. South Africa Household Goods 25 million Acquisition of a high-growth furniture retail business with a particular focus on the lower- and middle-income market. Total: 18 Transaction Size US$ 460 million Description
Conclusion
Summary of Terms Capricorn is raising a new Fund managed by Capricorn Private Equity Fund size Mandate Going private opportunities in South Africa and sub-Saharan Africa Term 10 years, with an option to extend Structure Limited liability partnership incorporated offshore Target returns 25% nominal per annum Target transaction size 20 US$ 300 million Equity investments of between US$ 25 million and US$ 40 million
Next Steps l l l 21 Capricorn is available for follow-up discussions and presentations, or to introduce additional members of the Capricorn management team Due diligence can be performed on both the Fund and the Management Company at our offices in Johannesburg or London Private placement memorandum and draft partnership agreement available Q 1 2008
Appendix 1 Selected Case Studies
Case Study – African Bank Transaction Summary Baobab Solid Growth Investment Date: July 1994 Sector: Financial Services Invested Capital: R 6 million ($2 million) Realised value: R 3, 300 million ($515 million) IRR: 208% Description Baobab Solid Growth was formed in 1994 with initial capital of R 6 million ($2 million). The company was listed on JSE Securities Exchange (“JSE”) as an investment company controlled indirectly by the Hollard Group in 1995. During the course of the next four years, Baobab began a process of consolidating then fragmented micro-finance sector in South Africa, a process that saw the company change its name from Baobab Solid Growth to Theta Group Limited in 1997. The various acquisitions took the share price from R 3. 50 per share ($0. 96 per share) to an effective R 240. 00 per share ($66. 00 per share) over a four year period. In 1999 Hollard Group sold its remaining 40% stake in Theta Group Limited to New Africa Investments Limited (“NAIL”) for R 3, 300 million ($%15 million). In the same year Theta Group was renamed African Bank Investments Limited, which remains listed to this day. Hollard was able to achieve a multiple of 35 times its investment in Baobab. The IRR on the transaction was 208%. 23
Case Study – Clientele Life Transaction Summary Clientele Life Investment Date: June 1997 Sector: Insurance Invested Capital: R 187 million ($41 million) IRR: 51% Description Clientele Life was acquired by the Hollard Group in 1997 for R 187 million ($41 million). Clientele Life is a stand-alone life insurer which markets through TV advertising, telesales and a multilevel marketing operation. It was the first brokerage to use this marketing method in South Africa. Once purchased, Clientele was reversed into the Crusader Insurance listed shell, which had been acquired for this purpose. This provided Clientele with the platform and license to grow rapidly in the direct life insurance market. Clientele now earns approximately R 100 m ($14 million) pre taxation profit per annum. Clientele has accumulated substantial expertise in database management and cross-selling, providing a strong platform for future growth. CVI currently owns ± 80% of the shares in Clientele. Based on market prices as at June 2007, Capricorn has realized a multiple of 13. 0 x on its investment in Clientele. The IRR of the transaction is 51%. 24
Case Study – Eurosteel Transaction Summary Eurosteel Holdings Investment Date: March 2006 Sector: Steel Invested Capital: R 37 million ($6 million) IRR: 100% Description Eurosteel Holdings is the second largest stainless steel distributor in South Africa and has significant activities in aluminium distribution and downstream steel processing. Capricorn acquired an indirect 14% stake in Eurosteel in March 2006 when it facilitated a BEE transaction for the Company, whereby the Isitali Consortium acquired a 35% stake in Eurosteel. Capricorn owns 40% of the Isitali Consortium. Capricorn made a further direct investment of 10% in Eurosteel in August 2006. Capricorn’s total investment in Eurosteel is R 37 million ($6 million). Capricorn plays an active role in supporting Eurosteel management in strategy development, corporate finance, organisational development and operational strategy. Eurosteels’ turnover for the year ending February 2007 was R 727 million ($100 million) with profits after tax of R 68 million ($9. 5 million). Capricorn remains invested in Eurosteel, and based on Director’s valuations as at June 2007, Capricorn has realized a multiple of 1. 8 x times capital invested, and an IRR of 143%. 25
Contacts Andrew Hunt Capricorn Private Equity Phone: +27 (0)11 666 0747 Mobile: +27 (0)82 777 1025 Email: andrewh@cpecapital. com Sean Meyersfeld Capricorn Private Equity Phone: +27 (0)11 666 0746 Mobile: +27 (0)82 901 7630 Email: seanm@cpecapital. com Disclaimer This document has been prepared by Capricorn Private Equity (“Capricorn”) based on publicly available information. No independent verification of such information has been made by Capricorn. Neither Capricorn nor their respective subsidiaries and affiliates, or any of their respective directors, officers, agents, advisers or employees makes any representation or warranty, expressed or implied, nor shall any of them have any responsibility or liabilities whatsoever in respect of the accuracy or completeness of, or omissions from, this presentation. Accordingly, no responsibility or liability is accepted, and any and all responsibility and liability is expressly disclaimed, by Capricorn and their respective directors, officers, agents, advisers and employees for any errors, misstatements, misrepresentations or omissions in this presentation and or any information or opinion contained therein. This document does not constitute an offer to sell or the solicitation of an offer to purchase or subscribe for any investment, nor shall it form the basis of any contract or financial advice. No part of this document may be reproduced, stored in a retrieval system, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Capricorn Capital Partners (Pty) Ltd is incorporated in South Africa, registration number 2002/031449/07 26
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