Metatron

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Distressed Indian Asset Fund

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Metatron

  1. 2. <ul><li>The confidential summary information on the following pages is presented to selected investors in order that they may determine whether they are interested in receiving additional information regarding Metatron Global Fund LLC. </li></ul><ul><li>The information may not be copied or disclosed to any person in whole or in part. It is of a preliminary nature and is subject to change. The information contained herein may not be relied on for any purpose and no responsibility is accepted by any person for the accuracy or completeness of such information. </li></ul><ul><li>No person has been authorized to give any information or representations not contained herein and any such information and representation; if given, may not be relied upon. </li></ul><ul><li>Prospective investors should not treat these materials as advice in relation to legal, taxation or investment matters and are recommended to consult their own advisers in relation to any such issues. This is not an offer to sell, nor the solicitation of any offer to subscribe for, interests in the Fund. </li></ul><ul><li>Detailed information will be made available through a “Private Placement Memorandum” prepared as per the regulations of the Financial Services Commission, Mauritius. </li></ul>Confidentiality Note
  2. 3. About Us <ul><li>The Team comprises Bankers and Fund Managers with many years experience dealing with distressed and bank managed assets. The Board brings a wealth of expertise and has dealt with all aspects of asset management within Funds. </li></ul><ul><li>Our leading advantage is our Fund Managers are credible individuals who are held in high regard within their native countries. Engaging in extremely close relationships with State Governments and banks, working in partnership with them to identify investment opportunities aimed to generate an exceptionally high return whilst rescuing and recovering distressed assets. </li></ul>
  3. 4. Our Vision “ Our objective is to be a World class investment fund, cherry-picking opportunities from distressed ventures to provide optimum returns on capital invested whilst rejuvenating economies in countries that fit our carefully researched criteria. The Fund’s initial aim is to attract $30 Million in committed capital. The long term objective is to aim for a committed capital up to a maximum of $200 Million. Sharing joint goals, we work proactively in partnership with our investors, instilling confidence through trust and loyalty; our focus is on delivering results and developing our identity through quality, reputation and relationships. We aim to continue developing close affiliations with banks and State Governments; to collaborate efforts, to encourage foreign investment from global corporations who could capitalize on the growing consumer demand.” Pankaj Nayyar - Chairman
  4. 5. Why Invest in Metatron? <ul><li>Metatron is a Mauritius based Fund and benefits from the Double Tax Treaty with India, Nepal and other Asian countries ensuring nominal tax liabilities on investment. </li></ul><ul><li>Exclusive distressed assets with bank advisors, PNB Gilts, a subsidiary of Punjab National Bank, and Nepal Investment Bank. These advisors are one of the Government’s appointed bodies who have the authority to dispose of assets held via other smaller banks and also those held by themselves. </li></ul>
  5. 6. Return on Capital Invested <ul><li>When acquiring the assets from the bank, Metatron will pay just 35% - 45% of the asset value. Some off these assets are time locked so hence they will have increased in value over the years . </li></ul><ul><li>The average distressed asset has been locked for 3 - 5 years, with annual Gross Domestic Product (GDP) growth over the last 4 years of 9% per annum ensures Metatron has an inception profit margin of 65% - 75%. </li></ul><ul><li>Metatron will pay its investors 30% - 35% per annum return based on our projections, the guarantee will be a minimum of 8% per annum. </li></ul>
  6. 7. <ul><li>Metatron is regulated by the Financial Services Commission (FSC). They stipulate that our two trustees have to be Board Members on the Fund Board as well as the Asset Management Company. They also have to be a counter signatory in the bank for any payments made. </li></ul><ul><li>Standard Chartered Bank is the custodians of all deeds of investments made by the fund. Hence the investors’ monies are fully protected. </li></ul><ul><li>All Board Members have been vetted by the FSC. </li></ul><ul><li>The Auditors, KPMG, will carry out audits every 14 days as per the FSC’s requirements .Quarterly figures will be circulated to all investors. </li></ul><ul><li>The Administrators, Trident Trust, currently manage funds in excess of $11 Billion. </li></ul>Metatron: Structure
  7. 8. Metatron: Structure CORPORATE ADVISORS Trident Trust Company (Mauritius) Ltd 5th Floor Barkly Warf Le Caudan Waterfront Port Louis Mauritius Tel: +230 210 9770 Fax: +230 210 1266 AUDITORS KPMG KPMG Centre 30 St. George Street Port Louis Mauritius Tel: +230 207 8888 Fax: +230 207 8885 SOLICITORS/LEGAL ADVISORS Nuvin Proag Citilaw 3rd Floor United Docks Building Port Louis Mauritius Tel: +230 213 7373 Fax: +230 213 7474 CUSTODIANS Standard Chartered Bank (Mauritius) Ltd Level 8 Happy World House 37 Sir William Newton Street Port Louise Mauritius Tel: +230 213 9000 Fax: +230 208 5992
  8. 9. Current Investment Opportunities <ul><ul><ul><ul><li>India : </li></ul></ul></ul></ul><ul><ul><ul><ul><li>Bangalore - Star City Commercial Complex </li></ul></ul></ul></ul><ul><ul><ul><ul><li>Bangalore - Hospital </li></ul></ul></ul></ul><ul><ul><ul><ul><li>Jaipur - Township </li></ul></ul></ul></ul><ul><ul><ul><ul><li>Baroda - Mega Mall </li></ul></ul></ul></ul><ul><ul><ul><ul><li>Nepal : Airline </li></ul></ul></ul></ul><ul><ul><ul><ul><li>Goa : Iron-ore </li></ul></ul></ul></ul><ul><ul><ul><ul><li>Hotel Complex </li></ul></ul></ul></ul>We have a number of current investment opportunities aimed to generate high gains through long and medium term investments, endorsed and supported by banks and local government officials:
  9. 10. India: The Preferred Investment Destination <ul><li>World’s fourth largest economy based on purchasing power parity. </li></ul><ul><li>Rated among the top 10 economies with potential of becoming a Trillion dollar economy by 2010 and third largest economy in the World by 2032. </li></ul><ul><li>Investment ranking of India raised in January 2007 from “BB+/ B” (Speculative Grade) to &quot;BBB-/A-3” (Investment Grade) by Standard & Poor, U.S.A. </li></ul><ul><li>India has the most liberal and transparent foreign investment policy among the emerging economies and offers the highest returns on foreign investment as stated by the U.S. Department of Commerce. </li></ul><ul><li>The country welcomes Foreign Direct Investment (FDI) as portfolio investments. </li></ul><ul><li>Approval is required for making investments. However, the approval is automatic in sixty categories of Industries for direct investment. FDI inflows between April –January 2007 touched U.S. $ 12.5 Billion (as against U.S. $8.2 Billion received for the same period in 2006). </li></ul>
  10. 11. India’s Capital Markets: On the Threshold of Explosive Growth <ul><li>With over 20 Million shareholders, India has the third largest investor base after the U.S.A. and Japan. </li></ul><ul><li>Over 9,000 companies are listed on 23 stock exchanges across the country, representing a total market capitalization of approximately U.S. $1 Trillion. </li></ul><ul><li>In excess of $53 Billion has been raised through the Initial Public Offering market in 2004 and 2005, over 50% of which came from foreign institutional investors. India’s equity markets have returned 34% and 41% respectively in each of the preceding two years. </li></ul><ul><li>Capital controls have been eased, equity pricing liberalized and a regulatory authority (Securities & Exchange Board of India) has been empowered to bring India’s money markets closer to those in the Developed World. </li></ul>
  11. 12. Double Taxation <ul><li>India has signed Double Taxation Avoidance Agreements with many countries in the World. </li></ul><ul><li>Advantageous Double Taxation Avoidance Agreement exists between India and Mauritius. </li></ul><ul><li>Foreign investment is permitted in nearly every sector. </li></ul><ul><li>A long history of Parliamentary democracy. </li></ul><ul><li>Offers the highest returns on foreign investment. </li></ul><ul><li>Rich base of agricultural resources. </li></ul><ul><li>Ranked as the most attractive destination for global retailers and the second most attractive among the trans-national corporations. </li></ul><ul><li>Major success rate achieved by foreign investors who followed the FDI route. </li></ul>
  12. 13. India: Sustained Growth in Real GDP (%)
  13. 14. India & Nepal: Distressed & Bank Managed Assets Market <ul><li>The distressed asset market has evolved significantly with an investment of Rs 5,000 crore (equivalent to U.S.$1.2 Billion) in calendar year 2005 with a large foreign capital portion. It is estimated that an amount equivalent to at least 5 - 6% of GDP of India is still trapped in under-utilized assets. </li></ul><ul><li>Nepal has undergone political turmoil in the past 10 years. In 2007 the politicians ousted the monarchy to turnaround the economy of the country. </li></ul><ul><li>Due to the economic recession caused by political disturbances, during the past 10 years, many banks in Nepal are saddled with distressed assets. Whilst the economy is gearing up for an up-swing, it is an excellent opportunity for early investors. </li></ul>
  14. 15. Bangalore: Investment Opportunity <ul><li>With a population in excess of 5.2 Million. </li></ul><ul><li>It is home to numerous public sector heavy industries, software companies, aerospace, telecommunications, machine tools, heavy equipment, and defence establishments. </li></ul><ul><li>Bangalore has developed into one of India's major economic hubs and was rated by CNN as the &quot;best place to do business&quot; in the World. Bangalore's Rs. 260,260 crore (U.S. $60.5 Billion) economy (2002–03 Net District Income) makes it a major economic centre in India. </li></ul><ul><li>Bangalore is India's fourth largest Fast Moving Consumer Goods Market, Clothing and Footwear Market. The city is the third-largest hub for high net worth individuals, after Mumbai and Delhi. </li></ul><ul><li>Bangalore is called the &quot;Silicon Valley of India&quot; because of the large number of Information Technology (IT) companies located in the city which contributed 33% of India's Rs. 144,214 crore (U.S. $32 billion) IT exports in 2006-07. </li></ul>
  15. 16. Bangalore: Investment Opportunity Star City: The life cycle of this development will take 3 to 4 years, hence the tie in period is 5 years plus 1 plus 1 for investors. The return on investment will achieve 30% - 35% per annum based on projections.
  16. 17. Mumbai: Investment Opportunity Mega Mall at Baroda
  17. 18. Jaipur: Investment Opportunity <ul><li>Population is approximately 2.7 Million. </li></ul><ul><li>One of the most important heritage cities in India and is a must-see for tourists. </li></ul><ul><li>Jaipur district is a centre for both the modern and traditional industries. The main industrial products include: acetylene gas and aluminium conductor steel. </li></ul>
  18. 19. Nepal: The Preferred Investment Destination <ul><li>At the end of April 2005 there were 124 companies listed on the Nepal Stock Exchange. </li></ul><ul><li>The bulk of market capitalization and trading volume is made up of banks or other finance companies, which are required to list by the Nepal Rasta Bank. </li></ul><ul><li>The State holds shares in some banks and other financial institutions and some subsidiaries of foreign multinationals incorporated in Nepal are also listed. </li></ul><ul><li>Major economic resources, tourism and hydroelectricity. </li></ul><ul><li>With 8 of the World's 10 highest mountain peaks, including Mount Everest. </li></ul><ul><li>Swift rivers flowing south through the Himalayas have massive hydroelectricity potential to service domestic needs and the growing demand from India. </li></ul><ul><li>Negotiations with India for a power purchase agreement have been underway. Currently demand for electricity is increasing at 8%-10% a year within Nepal. </li></ul>
  19. 20. Nepal: Investment Opportunity An Airline Investment Opportunity:- Having 11 International routes with an up-to-date Air Operator’s Certificate licence; Metatron will be undertaking a joint venture with an existing airline wishing to operate in Asia.
  20. 21. Goa: The Preferred Investment Destination <ul><li>Goa's total population is in excess of 1.3 Million. </li></ul><ul><li>The gross state domestic product for 2004 is estimated at $3 Billion in current prices. </li></ul><ul><li>Goa is India's richest state with a GDP per capita two and a half times that of the country as a whole. It has a growth rate of 8.23% (yearly average 1990–2000). </li></ul><ul><li>Tourism is Goa's primary industry. It handles 12% of all foreign tourist arrivals in India. </li></ul>
  21. 22. Goa: The Preferred Investment Destination <ul><li>The land away from the coast is rich in minerals and ores; mining is Goa’s second largest industry. Mining in Goa focuses on iron ore. </li></ul><ul><li>Marmagao Port handled 3.1 Million tonnes of cargo last year and handles over 39% of India's iron ore exports. </li></ul>
  22. 23. Goa: Investment Opportunity The project of iron mining in Goa will generate income in 8 to 12 months, hence interim dividends will be paid to investors. Also interim disposal of assets will generate dividends to the investors. A 15 acre resort comprising studios and apartments will be developed to European standards. These are all beachfront properties.
  23. 24. Managing the Fund <ul><li>The management of the Fund will be carried out by Metatron Global Fund LLC; a company incorporated in Mauritius on 25 th May 2007. </li></ul><ul><li>India has signed Double Taxation Avoidance Agreements with many countries in the World. </li></ul><ul><li>The Manager will provide management services including sourcing, analyzing, structuring and negotiating potential investments, monitoring the performance of Portfolio Assets and Portfolio Companies and executing exit strategies for the Fund to maximize returns on the Portfolio Assets and Portfolio Companies. </li></ul><ul><li>The expertise of the Manager is particularly important for the Fund, as it is anticipated that a majority of the Assets / Companies to be purchased will require a high level of management intervention, technology up-grades, new market link-ups, innovative business planning strategies etc. so as to bring about a major hike in the value of the assets / companies. </li></ul><ul><li>The Board Members of the Manager also bring invaluable experience for purposes of additional fund raising and eventual IPO floatation by the Portfolio Companies / Assets, if and when considered appropriate. </li></ul>
  24. 25. Fund Advisors <ul><li>PNB Gilts Ltd – A subsidiary of Punjab National Bank (PNB), the largest bank in India. </li></ul><ul><li>Second largest Public Sector Bank with a strong lineage of 111 years and listed on National Stock Exchange and Bombay Stock Exchange. The Government of India holding presently at 51%. </li></ul><ul><li>A large network consisting of 4,500 branches spread throughout the country. </li></ul><ul><li>Has one overseas branch and 4 Limited Purpose / Rep Office outlets. </li></ul><ul><li>PNB Gilts Ltd is a wholly owned subsidiary of Punjab National Bank and is a Primary Dealer of Government Securities. </li></ul><ul><li>Nepal Investment Bank Ltd (NIBL) - was established in 1986 as a joint venture between Nepalese and French partners. The French partner (holding 50% of the capital of NIBL) was Credit Agricole Indosuez, a subsidiary of one the largest banking groups in the World. </li></ul><ul><li>Short listing the investment possibilities in terms of distressed assets and new projects. </li></ul><ul><li>Full information on the distressed asset(s) chosen for consideration of investment as available to them within the bank. </li></ul><ul><li>Liaise with other lenders (Banks) for and purchase of the distressed asset(s) by the Metatron Asset Managers. </li></ul>
  25. 26. Metatron Board <ul><li>Mr. Pankaj Nayyar - Chairman; Member of the Institute of Directors. </li></ul><ul><li>Mr. Niraj Mohan – Chief Financial Officer; FSA (UK), Member of the Institute of Directors. </li></ul><ul><li>Mr. Randhir Singh Juddoo – Director; Batchelor in Management Science (Hons), Master of Business Administration, Managing Director of Trident Trust (Mauritius). </li></ul><ul><li>Mr. Rajan Rosick – Director; Member of the Association of Chartered Certified Accountants, Head of Funds of the Trident Trust (Mauritius). </li></ul><ul><li>Mr. Ashish Gargh – Chief Executive Officer/Manager of the Fund; Batchelor of Commerce (Hons), Chartered Accountant, Member of the Institute of Directors – India, Certified Information System Auditor, Certified National Stock Exchange Dealer. </li></ul><ul><li>Mr. Shashi Patel – Director; L.L.B. (Hons), Head of Legal Committee. </li></ul>
  26. 27. Advisory Committee to Metatron Board <ul><li>Mr. Pankaj Nayyar - Chairman. </li></ul><ul><li>Mr. Niraj Mohan – Director and Chief Financial Officer – Metatron Fund. </li></ul><ul><li>Mr. Shashi Patel – Patel & Co. Solicitors. </li></ul><ul><li>Mr. A.K. Gupta – Managing Director – PNB Gilts Ltd, India. </li></ul><ul><li>Mr. Ashish Garg- Consultant Rashtriya Banijya Bank, Nepal. </li></ul><ul><li>Mr. Prasidha B. Panday – President Nepal American Chamber of Commerce. </li></ul><ul><li>Mr. Prithivi Pande – Chairman- Nepal Investment Bank Ltd. </li></ul><ul><li>Mr. Wilfried Kiausch – Chief Executive Officer – Brooklands Corporate Ag, Switzerland. </li></ul>
  27. 28. Fund Structure:
  28. 29. Management Structure:
  29. 30. Summary Terms <ul><li>Target Fund Size </li></ul>Up to U.S. $200 Million <ul><li>Term </li></ul>5 plus 1 plus 1 Years <ul><li>First Close Date </li></ul>30 th September 2008 <ul><li>First Close Size </li></ul>U.S. $30 Million <ul><li>Expected Second Close </li></ul>31 st November 2008 <ul><li>Final Close </li></ul>31 st July 2009 <ul><li>Investment Period </li></ul>60 Months from Final Close <ul><li>Asset Manager’s Fee </li></ul>2.5% per annum <ul><li>Hurdle Rate </li></ul>8% per annum <ul><li>Minimum Commitment </li></ul>U.S. $50,000 <ul><li>First Drawdown on Commitment </li></ul>25% <ul><li>Balance during the investment period or prior with 21 days notice </li></ul><ul><li>Investor Information Net Asset Value (NAV) Reports </li></ul><ul><li>Metatron Global Fund LLC will generate NAV reports and will report on the Fund’s activities every quarter for the benefit of its investors. The Fund and AMC will follow international accounting practices. </li></ul>
  30. 31. <ul><li>Anti-money laundering compliance: </li></ul><ul><li>Due to money laundering requirements operating within the investors’ respective jurisdiction; the Fund, the manager and/or any duly authorized agent thereof may require further identification before any subscription can be processed. </li></ul><ul><li>The Fund will not accept the investment of funds by natural persons or entities whom it suspects may be acting, directly or indirectly, in contravention of any applicable money laundering regulations or conventions of Mauritius or any applicable international jurisdiction. The Fund will not accept the investment of funds on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that are included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization for Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S. Securities and Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, all as may be amended from time to time (&quot;Prohibited Investments&quot;). </li></ul><ul><li>Disclaimer: </li></ul><ul><li>This document does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. Any representation to the contrary is unlawful. It is the responsibility of any prospective investor to satisfy itself as to full compliance with the applicable laws and regulations of any relevant territory including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. </li></ul><ul><li>All prospective investors should inform themselves as to the legal requirements applicable to them in respect of the acquisition, holding and disposition of Ordinary Shares in the Fund and as to income and other tax consequences to them. In making any investment decision, investors must rely on their own examination of the Fund and the terms of the offering including the merits and risks involved. </li></ul><ul><li>Subscription is not being solicited from U.S. citizens and or entities .Prior to making investments/commitments towards that Fund, please go through the complete Private Placement Memorandum. </li></ul>Disclaimer
  31. 32. Contact Details For further information please contact Graham Adkins at: [email_address] Or +44 (0) 207 193 1214

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