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 firstname.lastname@example.org
FirstCapital: Experienced, Connected, TrustedIndependent • FirstCapital is a leading European investment bank specialising inadvice, expert advising high growth European technology companiestransaction • Our team of senior investment bankers have collectively advised overexecution 220 clients, from technology start-ups to multinationals, on over $145bn of domestic, international and cross border transactionsUK based, we • Established in 1999, we are recognised for our integrity, professionalismhave a global and trustworthinessreach • We have consistently proven our ability to deliverProven ability • superior results through insightful positioningto achieve a • high success rates through tenacious commitment to closurebetter outcome Investment Bank of the Year (Technology sector) - UK 2013 Boutique Investment Bank of the Year – UK 2012 Investment Bank of the Year (UK Technology Sector) 2012 2Experienced. Connected. Trusted.
We have global reach “FirstCapital had the commitment and tenacity to manage a broadly based, international sale process, dealing with the worlds top players.They were thoroughly professional, adding value throughout acomplex 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 3Experienced. Connected. Trusted.
Our Sector Focus: High growth innovative technology Internet • 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 eCommerce • 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 Digital Media • 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 • 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 SaaS 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 IT & Digital Services • We see immense potential for companies in emerging themes such as digital marketing, convergence, mobile Managed applications, virtualisation, unified communications and cloud computing Services • 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 4Experienced. Connected. Trusted.
Our Directors are Experienced Financiers 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. 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. 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. 5Experienced. Connected. Trusted.
Our Professional Staff 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. 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. 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). 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. 6Experienced. Connected. Trusted.
Adviser Bios: Leveraging Networks and Experience of Senior Executives 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. 7Experienced. Connected. Trusted.
Our Services: What We Do Fund Raising Mergers and Acquisitions Strategic Advice Services Services Services Private placements to VC/PE and Mergers and acquisitions for public Assessment of strategic options strategic investors and private companies Development of M&A strategies Range €5mn + Transaction value range €15- Valuations and fairness opinions 200mn Deliverables Deliverables Work with clients to develop Deliverables Work with company boards to financing strategy Position client within market and develop long term strategies to Identify target investors based on competitive space realise corporate objectives client needs and characteristics Provide insightful analysis and Leverage extensive contacts in the positioning to understand value Benefits investment community drivers and hence target universe Experienced, unbiased advice to Leverage network of relationships enable client to accurately assess Benefits within buyers and sellers (both all options and develop plan to Ensure financial strategy is aligned strategic and financial) generate value to specific needs Run a tight and rigorous process Deliver right investors /syndicate through to close of investors Maximize the outcome for Benefits shareholders and management Attract interest from genuine buyers and generate competitive tension to deliver maximum value to client 8Experienced. Connected. Trusted.
FirstCapital track record: Select deals (I) Has been acquired by Has been acquired by Acquires Has acquired Has acquired Has been acquired by Private Placement Frog Capital January 2013 October 2012 September 2012 June 2012 May 2012 July 2011 January 2011 Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Financial advisers to LDC Financial advisers to BDC Zeus - a portfolio company Exclusive financial advisers to Salmon to Valueworks to Mediafed of FirstCapital to RatedPeople Private Placement Private Placement Private Placement Private Placement Strategic Advice Private Placement Private Placement Succes Europe Capricorn, Morningside BeCapital MMC Ventures Alliance Trust Albion Ventures Swarraton Partners Carbon Trust, OCP Carbon Trust FirstVentures Oxford Capital Partners Naxos October 2010 June 2010 April 2010 March 2010 February 2010 June 2009 April 2009 Financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers to Trader Media Group to Green Biologics to Helveta to myvideorights to FirstVentures to Helveta to i2O water Private Placement Private Placement Acquisition by Strategic Advice Private Placement Private Placement Private Placement Acton, Azini, FirstVentures Index, Highland Investors Herald Loudwater, Alliance Trust Solon, Quest SPARK Entrepreneurs Fund Undisclosed FirstVentures April 2009 February 2009 December 2008 October 2008 October 2008 January 2008 January 2008 Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers to Glasses Direct to FirstVentures to Everyclick to Texperts to Player One to Ranier to ProsonixExperienced. Connected. Trusted.
FirstCapital track record: Select deals (II) Acquisition by Private Placement Equity and debt round to Acquisition by Private Placement Private Placement Acquisition by finance acquisition of Investor Syndicate Eden Ventures Index Ventures Including Highland FirstVentures Capital Partners December 2007 July 2007 July 2007 June 2007 March 2007 December 2006 September 2006 Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers to Multimap to Glasses Direct to FirstVentures to Centric to FNI Venture Capital to Reevoo to Smart421 Private Placement Private Placement Acquisition by Has acquired Private Placement Acquisition by Private Placement Investor Syndicate Investor Syndicate Quester, Index Benchmark Capital Eden Coronel & including Including Celtic House, MTI Highland Gantock FirstVentures FirstVentures July 2006 May 2006 October 2005 August 2005 July 2005 May 2005 May 2005 Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers to FirstVentures to AIM Group to FirstVentures to Global Silicon to Rawflow to Cassium to Cassium Private Placement Private Placement Private Placement Private Placement Private Placement M&A and Private placement Strategic Advice Pentech Ventures SEP, Cazenove MTI, DVC, Alice VCF, BASF The Challenge Fund Granville Baird Iris Capital Cross Atlantic Cazenove, FNI Quester Lynx Capital April 2005 February 2005 January 2005 January 2004 November 2003 October 2003 June 2002 Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers Exclusive financial advisers to OmniPerception to Zeus Technology to Powerlase to Oxonica to OmniPerception to Viewgate to AIM TechnologyExperienced. Connected. Trusted.
Case Study: 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 Has been acquired by Profile of client • Salmon provides digital consulting, design, delivery and support services for complex, multi-channel eCommerce systems to January 2013 leading retail, wholesale and manufacturing brands including Akzo Nobel, Argos, Game, Halfords, Kiddicare, Morrisons, Selfridges and Premier Farnell Exclusive financial advisers to Salmon • 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 “From the very beginning contacts globally amongst the trade acquirers and private equity community FirstCapital demonstrated the depth of their knowledge in our sector... Profile of acquirer FirstCapital has delivered • WPP is the world’s largest marketing communications company with $16bn in revenues exactly the outcome we • Sir Martin Sorrell, CEO WPP said: “The application of technology to marketing continues to accelerate, not least in the retail were looking for when we market, and success requires close collaboration between our clients’ marketing and sales organisations and their IT set off down this path; not organisation. [This deal] will allow WPP to bring clients a tightly-integrated solution across both marketing and technology only have we recognised and help both the CMO and CIO deliver customer-centric multi-channel solutions” the value in Salmon, but we have also found a match with the ideal FirstCapital value-add acquirer to accelerate the • Drawing on its knowledge of market trends and key value drivers, FirstCapital identified a new category of high value buyers, next phase of Salmon’s as well as the more obvious parties, and articulated a compelling proposition to those buyers global growth.” • FirstCapital drove a competitive bidding process, which generated multiple competing offers, allowing the shareholders to realise a substantial uplift in value for the business Chris Harvey • Operating as an independent entity managed by the existing management team, who retain a stake in the upside of the founder, Salmon 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 12Experienced. Connected. Trusted.
Case Study: Valueworks Transaction highlights • Transaction type: Partial buyout • Consideration: Undisclosed • Offer: Cash • Sector: B2B internet, SaaS • FirstCapital role: Sole financial adviser to Valueworks Has been acquired by Profile of client • Valueworks provides a cloud-based e-Marketplace platform offered on a SaaS basis for landlords, contractors and October 2012 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 Exclusive financial advisers to Valueworks 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 “HgCapital is the ideal • For its adviser, Valueworks sought a software specialist who demonstrated a deep understanding of the company and partner to help take its sector and who had the right contacts with potential investors in order to optimise value Valueworks to its next stage of development. Profile of investor FirstCapital played a • Hg Capital is a leading European private equity fund manager, managing £3.8bn with a strong track record and pivotal role in enabling considerable expertise in growing successful software businesses in relevant sectors to Valueworks the transaction and were a great team to work with. I hold them in the FirstCapital value-add highest regard and would • FirstCapital worked with management to build and refine the business plan and model in order to best position the not hesitate to company and quantify its market opportunity recommend them or to • FirstCapital managed a competitive bidding process, receiving multiple offers for the business, and provided detailed work with them again” 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 Jeff Dandridge management resource required by both founders and incoming investors founder, Valueworks • 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 13Experienced. Connected. Trusted.
Case Study: Glasses Direct Transaction highlights • Transaction type: Private placement • Consideration: £10mn • Offer: Cash Private Placement • Sector: Consumer internet • FirstCapital role: Sole financial adviser to Glasses Direct Acton, Index, Highland Profile of client • Glasses Direct is the world’s largest online retailer of prescription glasses April 2009 • 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 Exclusive financial advisers shareholders of Glasses Direct then sought FirstCapital’s assistance for its £10mn series B to fund further expansion to Glasses Direct “Keeping all the Profile of investor company’s stakeholders • Acton Capital Partners is a specialist consumer internet investor, formed from the strategic corporate investment arm happy was going to be of German media giant Hubert Burda Media critical and FirstCapital • Index Ventures and Highland Capital Partners both re-invested had the trust and respect of all parties as a result FirstCapital value-add of our successful first round of fundraising. Our • Glasses Direct sought a global tier 1 investor with deep enough pockets and strong enough ambitions to support the existing shareholders in company in its next phase of growth particular knew they • FirstCapital ran a focused, global roadshow, providing full support to management through an intense phase of activity could rely on FirstCapital • FirstCapital managed a competitive bidding process, providing strong negotiation support, while keeping the board to consider their and shareholders informed through clear and objective analysis of the different bids received, in particular balancing interests and secure a the requirements of different stakeholders (management, angels, series A investors and incoming investors) deal that also met their • Tight project management ensured rapid due diligence and legals kept to schedule with a timely close of the deal objectives” • Excess demand generated allowed Glasses Direct to expand the round and to enable certain investors to sell down a James Murray-Wells part of their stake founder, Glasses Direct 14Experienced. Connected. Trusted.
Case Study: Multimap Transaction highlights • Type of transaction: Trade sale • Consideration: Undisclosed • Offer: Cash Acquisition by • 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 December 2007 • 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 Exclusive financial advisers Google) and a number of high profile acquisitions (eg Nokia $8bn acquisition of Navteq) to Multimap “FirstCapital did an Profile of acquirer outstanding job of • Microsoft is one of the world’s largest software companies by both revenue and market capitalisation, headquartered looking after the in Redmond, USA. It develops, manufactures, licenses and supports a wide range of products and services related to interests of all computing, gaming and the internet Multimap stakeholders. They FirstCapital value-add were ambitious in the • FirstCapital worked with management to articulate Multimap’s key strengths and growth opportunities in a complex expectations they and rapidly changing market created and then • In an international marketing process, FirstCapital contacted a shortlist of investors as well as key potential acquirers, delivered on their and solicited offers for both a growth funding transaction as well as an outright sale promise with • Having received several competing offers, we provided strong negotiation support to enable Multimap to select and experience and maximise the optimal outcome integrity” • Once Microsoft was selected as the preferred bidder, FirstCapital was then able to manage a detailed and rigorous due Sean Phelan diligence process through to a rapid successful close Founder, Multimap • 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 15Experienced. Connected. Trusted.
Experienced. Connected. Trusted. FirstCapital Elsinore House 77 Fulham Palace Road London W6 8JA United Kingdom Tel: +44 (0)20 8563 1563First Capital Corporation Ltd is authorised and regulated by the Financial Services Authority www.firstcapital.co.uk Contact: Jason Purcell email@example.com