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  • 1. BARINGS CAPITAL CORPORATION LTD Registered Company Nº 7276820 The Registrar of companies of England and Wales GREETINGS OF PEACE THE ERA ARAMEX CAPITAL GROUP, OTHER WISE KNOWN AS ERA BARINGS CAPITAL GROUP INTRODUCTIONFrom the desk of Abdel DimapunongCapital advisor and Philippine representativearamexphilippines@yahoo.comcp no. 0999-900-6746_________________________________________________________________________________________________________ Headquarters: 81 Oxford Street, London Philippine Representative: No 3, Marawi Avenue, Maharlika Village, Tagig Global City, Philippines Philippine Representative: Abdel Dimapunong aramexphilippines@yahoo.com cp no. 0999-900-6746
  • 2. THE ISLAMIC BANKING RESEARCH INSTITUTE, INC. FUND CONVENOR Professor Abdel Dimapunong abdeldim2007@yahoo.comThe ERA-Aramex fund was organized right after president Noy Aquino delivered his first stateof the nation address on July 2010. There, the president called for a public private partnershipand we responded accordingly by organizing a private fund. The fund was organized as thePresident Noy Aquino III private development assistance fund. Immediately we informed thepresident about this development assistance fund by submitting a formal letter that wasaccompanied by some pertinent documents that would establish proof of funds.Private funds in the amount of 10 billion Eurodollars was initially placed by ERA Investment HKlimited and the ERA Global Securities of Spain with the Islamic banking institute as the fundconvenor.In a short time, other capitalists came in to join the funder’s consortium indicating renewedinvestors confidence in the Philippines with its brand new government. Notable among the newentries is the renowned Barings capital of London. The name of the fund transformed into manyvariations for some reasons; when Barings capital came in to join, the fund became to be knownas ERA - Barings fund. Then the Aramex Investments of Hong Kong came in to join the group andthe Fund came to be known as ERA-Aramex Funds. The ERA-Aramex Funds is represented in thePhilippines exclusively by Prof. Abdel Dimapunong, president of the fund convenorFor independent advice on your projects requiring equity release, venture capital, secured loans,or large-scale money management, contact Professor Abdel Dimapunong only by email. Contactme only if you are seeking large sums of money, usually involving equity investments hugemoney lending. Our financiers are handling high-rise projects as in the Burj of Dubai, as innuclear power plants, expansive oil refineries, large-scale investing, bullet trains and extensiverailway transport system
  • 3. THE ERA-ARAMEX 10 BILLION EURODOLLAR FUNDThe president Noy Aquino private assistance fund, now simply known as the ERA-Aramex fund isa volunteering civic financial engagement for nation and government. it is a civilian volunteeringassistance for good governance sans corruption as president Noy Aquino iii said time and again””walang Mahirap kung walang kurakot” [there is no poverty where there is no corruption’].there is no corruption in the implementation of the Aramex fund because all financialconsiderations are based on existing laws in the Philippines without violations of the provisionsof the anti corrupt practices act.Our Private Assistance Fund is a manifestation of the famous statement of US President John FKennedy when he said, “Ask not what your government can do for you but ask what you can dofor your country”.Doing what civilians are able to do well for the government is also a manifest indication ofdemocracy in action in the concept of another US famous President Abraham Lincoln whodefines democracy as a government of the people, by the people and for the people.On current events in the Philippines, President Benigno Aquino III has this to say about hisleadership as the president in his relation to the people: “kayo ang boss ko” [you, referring tothe people, are my boss] this statement from the president has been viewed by many on manyangles. Some consider it as an outright joke. Others view the statement as a humorous remarkthat was intended to provoke laughter. Perhaps the president was speaking humorously. Yetperhaps he was teasing. And perhaps he was in playful vexation. But in our view we took it asan expression of thanks to the people who voted for him. The president was being grateful tothose who supported him while he was a candidate. And now as a president he could, in thissame vein appreciate the things that will support his administration. That made me move toorganize the President Noy Aquino Private Assistance Fund in support of the new Administrationof His Excellency with the principal philosophy of PUBLIC PRIVATE PARTNERSHIP as he calls it orwhat is internationally known as PPP"Things are looking bright for the county," said Executive Secretary Paquito Ochoa Jr. in a pressstatement following the signing of the Exec Order. "This executive order, he said is just the firstof many steps this administration will take to provide our people with the infrastructure theyneed, the infrastructure required to make our country more attractive to investors," he added.
  • 4. 10 BILLION EURODOLLAR PRIVATE ASSISTANCE FUND FOR THE NEW GOVERNMENT OF H.E. PRESIDENT BENIGNO AQUINO III THE FUNDERS GROUP: ERA INVESTMENT HK LIMITED ERA GLOBAL SECURITIES (SPAIN) S.L. BARINGS CAPITAL, LONDON AND NOW ARAMEX HK INVESTMENT LIMITEDLet me introduce a new participant/ contributor to our Private Fund who just joined this firstday of September 1, 2010, who pledged to increase the Fund. ARAMEX Investments Ltd. (“AIL”) and its associated international investment group andinvesting partners such as the ERA Group and/ or any of its affiliates are equity participating (=to or > 50%) project financiers specializing in commodities related market industries withparticular emphasis on emerging markets and the energy sector. AIL, like our original funders, seeks financing applications from start-up and/or existing projectdevelopers or established small enterprises seeking to enlarge their project and productionbase. Strategic assets underlying any project of interest must have a current marketable positionin any jurisdiction which permits equity and capital repatriation and those assets have anapplicable assessment /valuation/appraisal, specifically attesting to the value of such assetstenders for the project realization. Notably such appraisal must be capable to verification underdue diligence, registrable with any supervising government agency or department and“available” for the render of any financier assignment, charge or encumbrance which may benecessary to secure project finance. Any corporation or individual may qualify for projectfinancing applications from suitable projects (start-up or existing) requiring investments of US$10 Million to US $500 Million meeting our lending criteria as discussed in the Aramex lendingprotocolThe Aramex lending protocol is available upon request; contact me exclusively by email only.The Aramex lending protocol is available to any corporation or individual that has been invitedor recommended for project financing after a diligent investment review by the exclusivefinancial intermediary.
  • 5. THE OTHER FUND CONTRIBUTORSthere are many more highly net worth individuals who also volunteer to join the president NoyAquino iii private assistance fund, [now simply Aramex fund]. They contribute to this privatefund by contributing bank guarantees and financial securities. By the process of Swiss banking,the result is more strengthened established credit lines with top rated European banks includingthe top two major banks: the credit Suisse and the union bank of Switzerland, Geneva, and bankof china, Geneva. And duetche bank, Zurich. Their names however do not have to be printed inbold in respect to their privacy and of the tradional bank secrecy laws in our financialenvironment. In Switzerland, the country’s tradition of bank secrecy dates back to the middleages. In most countries where we source most of our funding, it is prohibited to divulgeinformation about bank depositors and holders of financial instruments. And we follow theprovisions of the Swiss law and other traditions of secrecy. in like manner the Philippines alsohas a law on the secrecy of deposits and though overshadowed by the enactment of the antimoney laundering law the secrecy remains a cultural business practice in banking and finance.Toward this end, it is a fundamental part of our protocol that we hold confidential allinformation relating to our transactions. During negotiations to arrive at a binding finaldefinitive agreement and while information is being exchange between the parties through theintermediary, we consider the following as present binding agreements: . The Parties agree to be bound as follows: (a) All confidential financial or business information and trade secrets (except publicly available or freely usable material otherwise obtained from another source) respecting any Party (“Confidential Information”) shall be used solely by the other Party in connection with the Proposed Transaction, shall be revealed only to the owners, directors, managers, officers, employees, contractors, and agents of such other Party who are necessary to the conduct of such transaction, and shall be otherwise held in strict confidence and treated with due care. (b) Upon the earlier of the closing date or the termination of discussions and negotiations by any party, all such confidential information shall be returned immediately upon demand to the other party. The provisions of this paragraph shall survive the termination of any issued letter of interest to invest directly from the funder [the funders’ letter], unless superseded by a more formal agreement in conjunction with the proposed transaction. The identity of investor and its principals, affiliates
  • 6. intermediaries and/or agents shall be deemed confidential and shall not be disclosed except as may be required by law. (C) In order to arrive at a final binding agreement, the investor funder shall be entitled todue diligence and to make a full investigation of the business. The parties shall cooperate ingood faith, and in a timely fashion, to facilitate this due diligence investigation. (d) For the comfort of the project proponent and in order to be assured of the availability offunds, a request in writing maybe made verifying the authority of the intermediary and thefinancial capability of the funder. If requested in writing, the Aramex fund headquarters in HongKong will issue said comfort letter, confirming the authority of the intermediary and theinvestor-funder will provide bank capability letter [the funders; letter stating the funder’scapability to close the transaction, which information shall also remain confidential pursuantto the remaining terms of negotiation. (e) except as otherwise mutually agreed by the parties in writing, each party shall bear itsown legal, accounting, and other fees and expenses incurred in connection with any proposedtransactions and all that relates to the negotiation, the funders letter of interest to invest, thedue diligence performed pursuant to it, whether or not an agreement is executed. (f) The letter of interest to invest directly from the funder shall be an expression of interest only and the statements of intent or understanding contained therein shall not be deemed to constitute any offer, acceptance, or legally binding contract, and such statements do not create any rights or obligations for or on the part of any party. (g) The funders’ letter represents the entire understanding of the parties as of the date of its execution, and supersedes and replaces all prior agreements, written or oral. Any dispute concerning the funders’ letter or the proposed sale shall be settled by and interpreted in accordance with the international arbitration association.
  • 7. Definitive Agreement.All of the terms and conditions concerning any Proposed Project shall be finally stated in aDEFINITIVE AGREEMENT and other appropriate documents necessary or desirable to carryout such Agreement, which shall be subject to the good faith negotiation and approval ofthe Parties, and which shall, unless otherwise mutually agreed, contain the terms describedin THE FUNDERS LETTER, which terms may be more definitive and detailed than they appearin the FUNDERS LETTER, as well as such other terms, covenants, representations,warranties, and conditionsOUR FUNDERS are known as “private banks” otherwise known as investment bankers, orsometimes known as merchant bankers. EMAIL ME FOR MORE INFO AT abdeldim2007@yahoo.com
  • 8. BARINGS CAPITAL CORPORATION LTD Registered Company Nº 7276820 The Registrar of companies of England and Wales GREETINGS OF PEACE WELCOME TO THE PHILIPPINE REPRESENTATIVE OF BARINGS CAPITAL CORPORATION LTDFrom the desk of Abdel DimapunongCapital advisor and Philippine representativearamexphilippines@yahoo.comcp no. 0999-900-6746_________________________________________________________________________________________________________ Headquarters: 81 Oxford Street, London Philippine Representative: No 3, Marawi Avenue, Maharlika Village, Tagig Global City, Philippines Philippine Representative: Abdel Dimapunong aramexphilippines@yahoo.com cp no. 0999-900-6746
  • 9. 2011 BARINGS CAPITAL CORPORATION LTD Safaro International Corporation Limited Group JULY/2011
  • 10. BARINGS CAPITAL CORPORATION LTD 2011Our HistoryWe are like the mechanism of a watch: "each part is essential in our life." Together with Mrs. Silvana Neves, I had the pleasure of leading all the studies and the company since its foundation in 2010 as Chairman Of BARINGS CAPITAL CORPORATION LTD, and during that time I have worked with many people whom I am proud to call friends. I also could not imagine a more loyal, appreciative clientele, and a finer group of colleagues to serve their interests. The dramatic success of the founder of the Safaro InternationalCorporation Limited Group, the Mozambican Ruy Silva, his two sons and wife, lay in theirclosely synchronised business. Having lived in London gave them the opportunity to set upoperations in London as well. They bound themselves by contract to clear, definedobjectives and set about creating the fastest and safest consulting services and financialadvice. It proved to be a winning formula which soon positioned them as the bestinformed and an important internationally effective group in the world.When the decision to redeploy the name "Barings" in the market came along, it wasquickly embraced by the Silva family to pay tribute to the United Kingdom as a countrythat hosted the family but also a tribute to Mozambique, the countrys founder.Well-positioned at the heart of a growing Asia, BARINGS CAPITAL CORPORATION LTDembraces the dynamism of Asia, and bridges Asian markets for consumers and businessesthrough our extensive network in the region.As a company that specialises in Asia, we leverage our deep understanding of the region,local culture and insights to serve and build lasting relationships with its clients. We wantto make the bridge between Asia and the United Kingdom, Kingdom Of Spain, Africa,Central and South Americas and Pacific.Today, the belief in concerted action and shared direction, bringing together offices,companies and associate business partners in the United Kingdom and across the globe,remains at the heart of the Ruy Silva approach.Subscribe a business project idealized and structured by Ruy Silva is gratifying.Participating in the growth of this project will be an honor for me.Mr. KANDEGEDERA ABDUL GAFFOOR MOHAMED ASHROFFCHAIRMAN - BARINGS CAPITAL CORPORATION LTDThis is Asias time . This is Our time.Theres a new energy and drive sweeping across Asia . And all of us are part of the pulse in thisdynamic new age of growth .BARINGS CAPITAL CORPORATION LTD . Living, Breathing Asia .We are your connection to Asia . We are your connection from Asia to United Kingdom,Kingdom of Spain, Africa, Pacific and Central and South Americas . Page 1
  • 11. BARINGS CAPITAL CORPORATION LTD 2011 Welcome to Barings Capital Corporation Ltd’s global presentation designed to provide you with general information regarding our history, our profile and the products and services that we offer. I hope that its content will provide you with the information you need. Established in 2010, the Barings Capital Corporation Ltd has evolved from a small finance services company into a largest financial company in Asia and Middle East. Today, the Safaro International Corporation Limited Group has an unmatched and very importantnetwork worldwide, with over 300 partners in 50 countries spanning 5 continents.Our legacy has been to act as an active partner in the socio-economic development of theregion; this was derived from the vision that has guided the life and achievements of theSafaro International Corporation Limited’s founder, the Mozambican Ruy Silva .BARINGS CAPITAL CORPORATION LTD provides the full range of financial services acrossAsia and the Middle East. We are committed to expand our business by leveraging ourgrowing presence in China and Hong Kong to intermediate the increasing trade andinvestment flows between these markets. Likewise, BARINGS CAPITAL CORPORATIONLTD is focused on extending our end-to-end services to facilitate capital within fast-growing countries in Indonesia and India.In 2011, the Safaro International Corporation Limited implemented a business strategywhich, has resulted in significant achievements on many fronts. And the group may get anunprecedented financial performance over the next five years.The Safaro International Corporation Limited Group works together as one, and willcontinue to collaborate as a committed team sharing each other’s successes andachievements. Our visions and goals aligned, we choose each of our activities and take thenecessary steps to yield the best results for our clients, shareholders, business partnersand employees.With our deep roots, historical and future accomplishments, financial strength, humanassets and wide global network, the BARINGS CAPITAL CORPORATION LTD and the SafaroInternational Corporation Limited Group will continue moving forward towards settingnew standards of leadership and becoming an important financial company of the Asianand Middle East World, a vision which we believe in.The first year of our business activity brings the opportunity for the reflection andcelebration. Since its founding, Barings Capital Corporation Ltd wants to play a key role insupporting children victims of the violence which make up the life-blood of the future ofthe world. Supporting the "Help & Hope Foundation .Once again, welcome to BARINGS CAPITAL CORPORATION LTD and we look forward toworking together with you in all your endeavors in 2011 and beyond.Silvana NevesVice-Chairman & CEO – BARINGS CAPITAL CORPORATION LTDChairman & CEO - Safaro International Corporation Limited Group Page 2
  • 12. BARINGS CAPITAL CORPORATION LTD 2011BARINGS CAPITAL CORPORATION LTD is registered Company Nº 7276820 Page 25
  • 13. BARINGS CAPITAL CORPORATION LTD Registered Company Nº 7276820 The Registrar of companies of England and Wales GREETINGS OF PEACE WELCOME TO THE PHILIPPINE REPRESENTATIVE OF BARINGS CAPITAL CORPORATION LTDFrom the desk of Abdel DimapunongCapital advisor and Philippine representativearamexphilippines@yahoo.comcp no. 0999-900-6746_________________________________________________________________________________________________________ Headquarters: 81 Oxford Street, London Philippine Representative: No 3, Marawi Avenue, Maharlika Village, Tagig Global City, Philippines Philippine Representative: Abdel Dimapunong aramexphilippines@yahoo.com cp no. 0999-900-6746
  • 14. Swiss Financing in Eurodollars or US DollarsFOR YOUR CAPITAL NEEDS
  • 15. Swiss Financing hello, welcome. Just call me Abdeleven as my passport name is Abdel Aziz Dimapunong
  • 16. Swiss Financing In the arab world, my associates call me Shiekh Abdul Aziz DimapunongAt the Mindanao State University where I was core faculty member, my colleagues call me Professor Abdel Dimapunong and I am now in the business of Swiss Financing With Abdel Swiss Financing, there are no excuses not to meet with us we need to talk about your capital needs those that are not served - or maybe can not be served by your local banks we are in every major financial centers. our funders are awash with capital floating from oil and gas revenues you need not sail to Abu Dhabi and Dubai you need not fly to London and Switzerland we have done the exploration for you and we are done excavating the treasure mines this we do with 20 years of banking research
  • 17. BARINGS CAPITAL CORPORATION LTD 2011HOME Our Private and Trust business is distinctive, with a focus on providing independent advice, rather than selling products and services. Typically, private clients come to BARINGS CAPITAL CORPORATION LTD for four main reasons:1. Strategic Planning. Providing objective guidance is at the heart of our business and we work with our clients to provide long‐term asset allocations and risk frameworks.2. Investment Management. The goal of our investment managers is simple: to generate the strongest possible risk‐adjusted returns for each of their clients, in the most cost‐effective way.3. Trust and Fiduciary Services. Among professional advisers and consultants, our international trust and tax lawyers are highly regarded for their expertise in protecting, structuring and managing personal wealth.4. Financial Services. We offer a complete personalised banking service and a wide range of credit solutions, including asset‐backed loans.Investment services are not being offered in the United States or to U.S. persons.SERVICESINVESTMENTStrategic PlanningFor many of our clients, our strategic asset planning and advice is the single mostimportant service we provide, often in tandem with the establishment of an appropriatefiduciary structure. This strategic planning is not predicated on BARINGS CAPITALCORPORATION LTD providing other services.We are adept at formulating long‐term plans with clients and their advisers. These plansarticulate their ultimate objectives within a risk framework which is clearly understood.We set expectations for future performance and variability of returns in all asset classes,establish liquidity requirements and clear investment goals. This work is ongoing as clientcircumstances often change ‐ whether for clients owning and building businesses or forclients who have sold their businesses or inherited wealth. Often, we are asked to providea second opinion for strategies that are already in place.The Chief Investment Strategist is able to call on BARINGS CAPITAL CORPORATION LTDsStrategic Asset Allocation Team, which is drawn from our main centre ‐ London and SãoPaulo individuals are mostly responsible for asset class input into the process; a smallergroup works with clients to evaluate individual circumstances. Page 6
  • 18. BARINGS CAPITAL CORPORATION LTD 2011Investment ManagementOur investment management services span traditional asset classes as well as alternativeasset classes and customised structured transactions.It is important to note that we are not a manufacturer of "product". This gives us theopportunity to independently source or design structures to fit individual needs. We striveto gain the best possible pricing for our clients.While many of our clients retain BARINGS CAPITAL CORPORATION LTD as their soleinvestment manager, for others we are one of a number of investment advisers.Portfolio management can be delivered by our in‐house investment team. Some clientsprefer a directly invested approach, coupled to an active management style with directaccess to professional, institutionally‐trained managers. Others prefer the diversificationof manager and investment style that a portfolio of third‐party funds brings. We providecustomised manager selection, oversight and monitoring.Discretionary Investment ManagementMany clients are content to leave the management of their portfólios to an investmentprofessional. Typically, the investment manager and the client agree on a long ‐terminvestment strategy, which will reflect the clients investment objective and risk profile.Although day‐to‐day management of the portfólio is left to the investment manager, mostof our clients are in frequent contact. Portfolios are invested directly into the relevantasset classes, or through funds, or a combination of funds and direct investment.Advisory Investment ServicesOur team of accomplished investment analysts and fund‐research specialists is focused onidentifying the optimal investment tools for our clients investment goals. The globalinvestment policy of BARINGS CAPITAL CORPORATION LTD is determined by a team ofexperts rich in experience who can also draw on the wealth of resources available withinthe global BARINGS CAPITAL CORPORATION LTD network.CORPORATE FINANCEBARINGS CAPITAL CORPORATION LTD offers the following services:MERGERS & ACQUISITIONSCompany transactions are complex and time-consuming processes which tie up theresources of the company concerned, and which can stretch out over many months. OurM&A services provide assistance and support for our clients, particularly in the lucrativeprocess of increasing and maximising company value.Our M&A Professionals have specific industry expertise and see themselves as an advisoryprocess supporter in a partnership that extends from the initial discussion about strategyuntil the transaction is concluded. The independence of the Bank ensures exclusivefocusing on client interests. The excellent network of partners in trade and industrypermits direct access to many of the leading industrial and financial addresses.Take advantage of our international network. Page 7
  • 19. BARINGS CAPITAL CORPORATION LTD 2011BARINGS CAPITAL CORPORATION LTD – Advisors on Mergers & Acquisitions M&A professionals supported from additional industry and capital market specialists and, if necessary, from equity analysts Discretion and independence as overarching advisory philosophy Comprehensive advice from the strategy development stage through to the conclusion of the transaction as a success factor of the Bank Particular focus on medium-sized listed companies, larger SMEs, as well as private equity funds, privatisations and special transactions Many years of comprehensive privatisation expertiseOur services at a glance Defence mandates Fairness opinions, valuations Buyouts Mergers Cost of capital analyses Feasibility studies Capital structure optimisations Privatisations Reorganisationes Acquisitions DisposalsEQUITY CAPITAL MARKETSBARINGS CAPITAL CORPORATION LTD can provide support with IPOs, capital increasesand secondary placements. We also offer hybrid capital issues; advise on all aspects offund raising; and realise purchase offers, takeover bids and squeeze-outs. BARINGSCAPITAL CORPORATION LTD is a highly professional partner in all phases of its clients’development thanks to its many years of experience with all capital market issues. Weprovide innovative, individually tailored products for many different market situations.The advantages of our extensive experience Partnership-based structures within the Bank and short decision chains Continuity among the people involved and the best advice due to our independence and objectivity (no conflicts of interest) Maximum commitment and motivation from our professionals to make your transaction a success Pragmatic and effective cooperation in preparing and implementing capital market measures Our professionals’ excellent capital market network Ongoing active dialogue with leading international institutional investors, major private asset managers and high net-worth individuals For us to credibly establish the share and the company on the English-speaking and in capital markets on a long-term basis – pro-active "stock ownership"– requires a leading role in capital market measures Page 8
  • 20. BARINGS CAPITAL CORPORATION LTD 2011Our services at a glanceWe are committed, experienced specialists with many years of transaction expertise and awide range of services:EQUITYInitial Public OfferingBARINGS CAPITAL CORPORATION LTD is one of the top names among innovative,promising companies, in particular in the alternative energies and environmentaltechnology, retail, TMT, logistics, healthcare (pharma, biotech and medical technic) andreal estate growth industries, that intend to finance their expansion through stock marketflotation. Our Company is an important investment banking Service Company in English-speaking countries in providing advisory services for companies and their owners, alongwith successful structuring and execution of initial public offerings (IPOs).The advantages of our extensive experience Considerable placement power with generation of significant demand Long-term and lasting placement for national and international institutional investors as well as wealthy private investors, to which other companies have no comparable access High-grade continuous research as a major marketing tool Partnership leadership and flat hierarchies ensure complete advice, fast decisions and quick adaptation to market changes. Reliable advice based on the many successful transactions concluded in the equity issues business Active role on the secondary marketMarket flotation phasesWe are committed, experienced specialists with many years of transaction expertise and awide range of services. BARINGS CAPITAL CORPORATION LTD offers your company highstructural competence and reliable and proven project management in all market flotationphases:All-round advice and support during the IPO1.Pre IPO service Structuring the transaction Timing the issue Preparing the issue concept Developing the equity story Valuation Coordination2. IPO Process Development of the marketing strategy Formation of the banking consortium Research Pursuing the admission to market listing Preparing the sales prospectus Carrying out the pre-marketing Marketing Carrying out the roadshow Carrying out the book buildung Pricing and allocation Page 9
  • 21. BARINGS CAPITAL CORPORATION LTD 20113. Post IPO Support Stabilisation / Market Making Research coverage Active trading: block trades, secondary placements Capital increases / AdviceCapital Increase/ Secondary PlacementYou would like to use the market listing of your company to finance further growth bymeans of the option for a capital increase by issuing new shares? Or you would like to sellexisting shares (e.g. by means of a secondary placement or block trade)? We can assist youduring the selection, the concept and the handling of the most suitable structure for yoursituation.Variants of capital increaseTo ensure flexibility during the capital increase, a cash capital increase is usually carriedout from authorised capital on the basis of an authorisation by the Annual GeneralShareholders’ Meeting. Fundamentally, the following main alternative actions apply forthe design of a capital increase:We support you in carrying out variously structured capital increases. We advise you onthe most suitable variant for your requirements, structure and design these and bringthem to a successful conclusion. Page 10
  • 22. BARINGS CAPITAL CORPORATION LTD 2011Possibilities in Secondary PlacementsA secondary placement can either be a capital increase, in which new shares are placed viathe capital market, or a sale of shares that already exist.The main alternative actions are:If, as a former shareholder or institutional investor, you want to sell a large share packagevia the capital market (e.g. as a secondary placement, block trade or mandatoryconvertible) and avoid negative effects on the share price, our competent and reliableadvisors will be happy to help.FUND RAISINGIs your company growing strongly? Do you intend to strengthen your current marketposition with selected acquisitions or regional expansion? Will your own funds besufficient for your plans?A range of options is available on the equity market for successful medium-sizedcorporations. However, entrepreneurs who want to find solid financing for their businessmodel after a successful start-up phase, for instance in the biotech or IT industries, canalso find a large number of possibilities for giving their financing a stronger structurethrough the injection of new equity.BARINGS CAPITAL CORPORATION LTD, with the support of some partners with itsexperience of over 200 years of financing innovative industries and corporations, is anideal partner. We successfully support and structure equity financing schemes by injectingnational and international venture capital - and gaining Private Equity Investors (fundraising). Page 11
  • 23. BARINGS CAPITAL CORPORATION LTD 2011Equity CapitalBARINGS CAPITAL CORPORATION LTD originates, structures and executes worldwidepublic and private equity, equity-linked and derivative financings and solutions on behalfof BARINGS CAPITAL’ global corporate client base. Our company cultivates day-to-dayadvisory relationships with multinational corporations, governments, private companiesand financial sponsors. Providing market informed judgments on a broad array of financing strategies to address clients’ specific needs Interacting with industry and product groups across the firm to deliver the most innovative and holistic solutions to our clients Delivering best-in-class deal structuring and executionOur core products and expertise include:Equity and Equity-LinkedBARINGS CAPITAL CORPORATION LTD consistently ranks among the worldwideimportant company that can act in the public equity capital markets and can structure andexecute complex equity and equity-linked offerings undertaken by clients to finance theirbusinesses, key acquisitions and other important strategic initiatives. These transactionsinclude initial public offerings (IPOs) of common stock, subsidiary IPOs, spin-offs/split-offs, follow-on offerings, monetizations for large holders, block trades and offerings ofconvertible securities.Equity DerivativesBARINGS CAPITAL CORPORATION LTD is also a key player in the marketplace forderivative securities, including structured share repurchases, crossholding hedging andcomplex primary issuance transactions customized to meet specific client needs. Oursuccess in these businesses is a testament to the close coordination between our advisorybusiness, with strong corporate relationships, and our equity traders’ risk-takingcapabilities.Private PlacementsBARINGS CAPITAL CORPORATION LTD can help private equity offerings undertaken tobenefit; private companies who wish to raise capital while remaining private; early stagecompanies who wish to raise growth capital but are not yet ready to be public entities andpublic companies who wish to issue private securities. Our company also can help in alltypes of private placements that companies can issue include growth capital, pre-IPOconvertibles, private investments in public equity , mezzanine debt and equity, and equityofferings completed as a private placement under Rules of different jurisdictions .BARINGS CAPITAL CORPORATION LTD is an important company in the market and inprivate placements and consistently offers issuers and investors innovative products andsolutions. Page 12
  • 24. BARINGS CAPITAL CORPORATION LTD 2011Independent advice and competent supportOur partners or specialists, financial investors and industry experts will support you andyour company competently and professionally in the preparation of your Fund Raisingand in the selection of potential investors, during the due diligence process and during allcontractual negotiations.Hybrid CapitalBased on BARINGS CAPITAL CORPORATION LTD’s many years of experience of somepartners, it provides a comprehensive range of services relating to the allocation of long-term quasi-equity through issuing convertible bonds.Convertible bonds represent a major portion of some financial markets and areestablished financing instruments. Bonds Subordinated Loans Subordinated Bonds Convertible and Warrant BondsMany years of experience and exclusive adviceOur capital market partners and specialists assume the role of advisors to our clients in allcompany-related matters, from the perspective of both the owner and the company. Yourpersonal advisor will develop individual solutions to each of your problems.Purchase Offers and Takeover Bids/ Squeeze-OutDo you want to establish an equity interest in a company, increase an existing holding oracquire a listed company? With its expertise, BARINGS CAPITAL CORPORATION LTD is theideal investment company for successfully handling exchange or purchase bids for yourcompany in the international market. Our philosophy that discretion and independenceare part of the core competence of a private bank services determines our actions. We helpyou with the right timing, the development of a persuasive offer, and with execution.Full support through bundling interdisciplinary competenceThe close cooperation between the Equity Capital Markets and Mergers & Acquisitionsunits bundles the expertise of these units, providing you with full support.Phases of the Takeover BidPhase 1: Structuring and Preparation Advice and structure of processing from a temporal and technical viewpoint Conceptionalisation and organisation of the bid text External coordination with the Supervisory Authorities for Financial Services Possibly additional acquisition via the market based on the purchase price (separate order) Transmission of the bid to the target company, participating stock exchanges,Phase 2: Bid and Execution Technical guidelines Coordination of custodial banks Organising the printing, translation and shipment of the bidsPhase 3: Execution and Conclusion Technical execution of securities transactions Organisation and holding of roadshows for procurement of shares Publication of the outcome of the presentation Transfer of the tendered shares according to instructions to a custodial bank of the bidder Page 13
  • 25. BARINGS CAPITAL CORPORATION LTD 2011Squeeze-outs and delistingsIn a squeeze-out, the majority shareholder with at least a 90% stake can buy out theremaining minority shareholders by merging, thereby acquiring 100% of the shares. Whenall shares are transferred to the majority shareholder, the company’s stock exchangelisting is terminated.A delisting, i.e. withdrawal of a company’s share from the stock exchange, can often makesense for a company. BARINGS CAPITAL CORPORATION LTD will advise you in strategicconsiderations regarding your company’s listing and provide support, if required, upontermination of a listing.PRIVATISATIONSMany tasks falling under the public sector’s area of responsibility could be completed justas well by private companies. The sale of public property does not only put new moneyinto empty public coffers; municipalities, in particular, also stand to benefit from theexpertise of their new partner. Private sector expertise enables them to increase theirefficiency and cut process and personnel costs. In turn, people enjoy the improved quality,wider range of services and better customer focus.Market liberalisationIn addition to public utilities and public real estate companies, many cities are looking tosell waterworks and hospitals. The increasing liberalisation of the markets for electricity,gas, water, heating, waste disposal and regional public transport also plays a major role.Margin pressure, predatory pricing and consolidation trends are the consequences of thisfundamental change in conditions.Established industry and product expertiseIn this environment, BARINGS CAPITAL CORPORATION LTD has become an importantnames for M&A and capital market transactions in the public sector, with partners with alarge number of successfully concluded mandates in some countries. Our industry groupsare distinguished by their many years of experience, sound industry and productexpertise, contact networks and knowledge of local specifics.Privatisation CompetenceBARINGS CAPITAL CORPORATION LTD’s partners has comprehensive experience withprivatisation dating back many years. This is reflected in our understanding of individuallocal interest and cultural specifics. BARINGS CAPITAL CORPORATION LTD applies anindividual stakeholder approach to privatisations, with great success. This involvesproviding tailored privatisation concepts at country and local level.In this context, BARINGS CAPITAL CORPORATION LTD has excellent connections withdecision makers at all levels of public administration and in politics. Our professionalshave many years of experience in the real estate and public sector.Our privatisation services at a glance Preliminary examinations and expert opinions, or “feasibility studies” Market testing Advice and support for any necessary (preliminary) structuring Structuring sales processes for public sector assets (e.g. implementing structured competitive auction procedures in line with the special requirements of public procurement law) Moderation parallel to the process Share Buyback Restructuring Page 14
  • 26. BARINGS CAPITAL CORPORATION LTD 2011FINANCIAL ENGINEERINGTailored and innovative solutions for every clientWe take financial engineering to mean drawing up tailored and innovative solutions forour clients. This entails analysing problems with financial origins, and then definingcorresponding proposed solutions together with the client in order to solve theseproblems.In conjunction with these individually-developed solutions, the following services - interalia - can be deployed: developing investment strategies with particular structures designing and managing alternative asset management strategies risk management for selected portfoliosFINANCINGDetailed objectivity brings perspectives.BARINGS CAPITAL CORPORATION LTD also offers selected financial services. However, anessential precondition for finance in the fields of loans, corporate loans and/or mortgagesis that corresponding client assets and/or first-class securities are available. We lookforward to advising you further within the framework of a personal meeting.MortgageBARINGS CAPITAL CORPORATION LTD a wholly owned subsidiary of Safaro InternationalCorporation Limited, can provide a full-service commercial and residential mortgagefinance . Provide our clients fast quotes, commitments and closings Offer an understanding of relevant local real estate issues Serve clients with a dedicated, experienced teamDebt FinancingBARINGS CAPITAL CORPORATION LTD can provide Debt Financing with focus onoriginating, structuring, executing and syndicating global debt/debt-related financings andstructuring and executing liability based risk-management strategies for domestic andmultinational corporations, financial sponsors and government-sponsored agencies. Advising on a broad array of financing strategies to address our clients’ specific needs Interacting with industry and product groups across the firm to deliver the most innovative and holistic solutions for our clients Providing best-in-class deal structuring and execution Page 15
  • 27. BARINGS CAPITAL CORPORATION LTD 2011Debt Purchases of Non-Performing Assets by BARINGS CAPITAL CORPORATION LTDSelling your charged-off accounts can improve your bottom line with an infusion of cashfrom previously unproductive accounts. The liquidation of distressed accounts facilitatesyour recovery goals, reduces costs and limits liability. For originators that want to sellmore limited portfolios, we are willing to review all potential purchases, regardless of size.We expedite the purchase of your receivables through our Rapid Evaluation and ActionPlan that allows us to complete our due diligence and evaluation promptly. This allows usto provide you with a timely pricing proposal. Once we reach agreement, we fund andclose the deal quickly.Value of Selling to BARINGS CAPITAL CORPORATION LTDImproving your bottom line with highly competitive, high-yield valuation in a timely andefficient manner. Highly Competitive Valuation Track Record of Integrity Efficient and Timely Due Diligence Immediate Cash Payment Flexible Purchasing OptionsWe purchase from Attorneys Banks Brokers Collection Agencies Credit Card Issuers Financial Institutions Re-SellersWe purchase charged-off debt at all stages of default: Newly defaulted Freshly charged-off Post-primary Post-secondary Post-tertiary and beyondInvestment GradeBARINGS CAPITAL CORPORATION LTD can advise the firms large, highly rated corporateclients on capital structure across debt, hybrid, derivative and equity-linked products. Thecompany acts in concert with traditional investment banking coverage effort andalongside the specific expertise of our associated product groups to execute investmentgrade financings. Page 16