D2 Capital Partners: Opportunity For Access

Vietnam: Opportunity for Access

“Discussion Materials Regarding Investments into Private Equity and
Strategic Partnerships in Vietnam”, December 7th, 2009
D2C Macro Research

D2 Capital Partners
Creation ∙ Deployment ∙ Structuring

Onshore Access • Global Platform D2 Capital Partners

D2C is an independent advisory partnership specializing in
M&A, Venture Capital & Private Equity transactions

Where we fit into the capital process :

I. Creation – we raise capital for companies
II. Deployment – we assist strategic and financial investors with
deployment of capital
III. Structuring – we structure the best-fit, most effective and innovative
solutions

Creation ∙ Deployment ∙ Structuring 2
www.d2capitalpartners.com

Opportunities from the Top-Down D2 Capital Partners

 Trade deficit reflective of Vietnam’s emerging middle-class consumer and
urbanization which represent attractive underlying growth from domestic
consumption driving GDP growth (retail sales +18% YoY).

 Very little FDI in domestic consumption (i.e. education, healthcare, and retailing
at less than 4% combined); down from last year (8% of FDI) but represents
significant opportunity for growth capital.

 Whilst the subsidy may help alleviate stress in the corporate sector and banking
system, loan growth (36% YTD) will likely pare back demanding greater need for
offshore funding and opportunities for strategic entry.

 Softening of the VND is a concern but the crawling peg is manageable whilst
foreign debt still low.


Managing Growth D2 Capital Partners

Policies to Sustain Growth…. The credit cycle returns to supplement growth…

 The continuation of the interest rate 120
48%
52% 60%
100 50%
subsidy into the end of 2010 providing 80
36%
40%
36%
40%
31%
added growth buffer to potential 60
26%
21%
26% 24% 25%
30%
16%18%
windfalls 40
15%
20%
20 0% 3% 10%
0 0%
 Recent base interest rate hike an
indication of maintaining credit discipline USD Loan Outstanding (USD Bln) YOY Loan Growth rate

Domestic credit to GDP at manageable levels with loan to
deposit ratios relatively stable…
 Loan to GDP ratios near 1 suggest 150% 142%
external dependence via foreign 110%
93%
denominated debt limited hence 100%
93% 99% 99%
71% 91% 95% 97% 101%
66%
minimized exposure to exogenous 48%
59%

disruptions 50%

0%

Loan to GDP (%) Loan to Deposit (%)

SOURCE: IMF, State Bank of Vietnam, D2C Research


Managing Growth (Continued) D2 Capital Partners

FDI tipping the balance… Inflation still under control…
30%

 Although inflation is still a concern, the 25%
20%
recent blip in inflation is also a result of 15%
10%
the demand from Tet holiday 5%
preparations and recent currency dip 0%
-5%

 As such, the recent 100bps policy rate
hike (to an 8% base rate) shows CPI YoY

Vietnam’s proactive measures to ensure FDI absorption improving as marginal investments (i.e. real
moderation from past excesses estate) are being shoved aside for more productive sectors
100%

 With a controlled flow of new FDI, excess 80%

demand pressure less pronounced 60%

40%
 Meanwhile, ODA commitments of $8bn 20%
for 2010 will help dampen bottlenecks to 0%
infrastructure development
% FDI [Disbursed] / GDP % FDI [Disbursed] / FDI [Announced]

SOURCE: General Statistics Office of Vietnam, Global Financial Statistics, D2C Research


Trade Deficit Indicative of Robust
Domestic Consumption D2 Capital Partners

Imports reflect strong consumption Leakage concerns but below early 2008 near-crisis levels…
2000
1000
 Vietnam’s domestic consumption a

USD millions
0
powerful driver to Vietnam’s 5.5% GDP -1000
-2000
growth guidance for 2009 -3000
-4000

 Recent pick-up in imports seasonal as
Monthly Trd Bal (2006) Monthly Trd Bal (2007)
firms prepare for Tet holidays
Meanwhile, external trade declines have floored implying
limited downside risk …
 Vietnam’s trade balance situation should
200%
be viewed as an opportunity to capitalize 150%
on the country’s nascent development as 100%
50%
supply lags demand 0%
-50%
-100%

Exports (Monthly YoY) Imports (Monthly YoY)

SOURCE: GSO, D2C Research


Credit spreads relatively tame
despite slight firming in yields D2 Capital Partners

Debt yields on the rise but reflective of recent policy rate
Seasonal yield push increase and Tet seasonality pushing up money markets…
11%
10%
 Global risk appetite has improved post- 9%
Lehman pushing up yields, including VN 8%
7%

 Rise in yields can also be attributed to 6%

firms demanding funds for Tet (i.e. 5%
Jan-09 Mar-09 May-09 Jul-09 Sep-09 Nov-09
bonuses, extra inventory etc.) as well as 5 Yr VGB 1 Yr VGB 2 Yr VGB 7 Yr USD Sovereign Bonds
the money markets pricing in policy rate
Despite the rise in yields, CDS spreads have fallen
hikes to curb credit growth (36% YTD in substantially…
November) 1400
1200
 Foreign debt remains manageable with 1000
800
estimates as low as 30.5% and 90% of 600
foreign debt from ODA; Plenty of room 400
200
for $1bn sovereign issuance in January 0
2010 whilst CDS spread is moderate.
VN 5yr CDS Indo 5yr CDS Tha 5yr CDS Phil 5yr CDS

SOURCE: HOSE, Bloomberg, Reuters, D2C Research


Can the VND hold? D2 Capital Partners

VNIBOR curve flattening as pressure mounts on shorter-
FX Reserves down 33% a concern… term rates as Tet approaches…
 IMF estimates import cover of only 2.5months 250 14
12
does cause alarm but… 200
10
150 8
 Asian currencies appreciating relative to USD 6
100
putting less pressure on VND depreciation 50
4
2
 SBV’s exchange rate adjustment indicate 0 0
proactive policy to stabilize the VND 20-Jul-09 20-Aug-09 20-Sep-09 20-Oct-09 20-Nov-09

 The currency slide has been buffeted by O/N vs. 3M VNIBOR Spread (20DMA) 1M VNIBOR (%)
international aid (i.e WB, ADB, Japan) with
ODA disbursement of $2bn thus far. …As rates move upward, more support for the VND as the
 Backlog FDI dollars providing VN extra cushion NDF spot / weak-side ceiling spread closing
whilst YTD disbursements only -12% YoY in Oct
20,500
 Anecdotal discussions with the banks also 19,500
indicate speculation from corporates hoarding 18,500
dollars which has been short-term in the past… 17,500
 …Meanwhile, USD / VND liquidity confidence 16,500

will return due to Tet remittances whilst the 15,500

Tet funding squeeze will push up VNIBOR and
deposit rates. USD/VND NDF Spot UPPER BAND LOWER BAND

SOURCE: Bloomberg, Reuters, D2C Research


Equity Market Volatility Offers
Attractive Exits D2 Capital Partners

 Second worst to second best performing in the world Net FII flows positive on dips as confidence driving
 Indications of strong liquidity with average daily opportunities for arbitrage…
150 700
trading volumes in October reaching an astounding
100 600
~USD315m for HOSE & HASTC

USD millions
50
500
 Retail volumes ~95% driving the improved liquidity -
400
(50)
 10 companies with market caps above USD1b with 300
(100)
new additions: Vietcombank, Vietinbank, Eximbank
(150) 200
and Masan
 Lagging equitization offering opportunity for private
companies to capitalize on domestic investor demand
MTD Net FII (LHS) VNINDEX (RHS)

Retail speculation driving volumes offering attractive Cumulative Net FII ripe for a new wave of capital
exits for listings… whilst portfolio excess has tapered off…
60% 250 3,000 120%
100%
2,500
200 80%

USD millions
USD millions
40% 2,000 60%
150 40%
1,500
20%
100
20% 1,000 0%
50 -20%
500
-40%
0% - - -60%

FII Buying as % Total Volumes(20DMA) Daily Turnover (20DMA) Cumulative Net FII (Feb. 6th, 2006)

SOURCE: HOSE, Bloomberg, Reuters, D2C Research


Real Estate: Overview D2 Capital Partners

Residential Office
 Government stimulus providing indirect support  Average asking rents showing signs of flooring in
to prices HCMC
 Capital gains taxes may ultimately benefit  Average occupancies up overall with overall
development as land speculation falls vacancy at 17.5%, down from 18.1% in Q2 ’09
 Pick-up in supply of new developments indicating  Major leasing agents experiencing increasing
confidence office space inquiries
 Signs of recovery as average asking prices in  Landlords offering more flexible rental contracts
residential flooring and incentivized packages
 Mid-end and affordable residential segment
leading growth
Retail Hospitality
 Occupancy high at 96% in HCMC with shortage of  RevPAR in HCMC bottoming posting increases in
supply expected until 2011 Q3 ’09
 Fashion and F&B key demand drivers with 30% of  Access to finance difficulties delaying
inquiries coming from F&B alone developments offering opportunities
 CBD rents relatively stable  Vinacapital able to sell 70% stake in Hilton Opera
 Retail sales grew 18.7% YoY Hanoi Hotel with 23% IRR
 WTO opening of retail to foreign investors offers  2010 expectations are brighter with pick-up in
new leg of growth tourism and business trips

SOURCE: CBRE, Savills, D2C Research


Office Space Snapshot D2 Capital Partners

HCMC
Type No. Bldgs Supply (m2) Occup. Rate Avg. Rent
Grade A 12 105,275 97% $43
Grade B 30 119,305 84% $27
Grade C 32 267,995 78% $17
Total 74 492,575 84% $25

Hanoi
Type No. Bldgs Supply (m2) Occup. Rate Avg. Rent
Grade A 6 100,071 81% $63
Grade B 31 374,356 86% $30
Grade C 85 277,914 84% $22
Total 122 752,341 85% $32

SOURCE: CBRE, Savills, D2C Research


Poor Access + Uncertain Legal Framework = D2 Capital Partners

Vietnam M&A Slowdown… Declining Capital Flows…
Units in 1H 2009 1H 2008 % Change 2000 20
USD bn M&A M&A
1500 15

USD millions
World 914.04 1,573.33 -41.9%
1000 10
USA 289.36 569.07 -49.2%
China 38.29 62.33 38.6% 500 5

SE Asia 18.56 49.94 -62.8% 0 0
Vietnam 0.23 0.471 -50.7% 2003 2004 2005 2006 2007 2008
Total Value (USD mn) Average Deal Value

Vietnam Has Seen V Little … Shrinking Size …
70,000 -38.6% YoY 60.0 -61.5% YoY
60,000 50.0 -22.5% YoY
-62.8% YoY
50,000

USD millions
40.0
USD millions

40,000
-50.7%% 30.0
30,000 -76.3%
YoY 20.0
20,000 YoY
10,000 10.0

0 -
China SE Asia Vietnam China SE Asia Vietnam
Transaction Value (1H 2009) Transaction Value (1H 2008) Average M&A Deal Size 1H 2009 Average M&A Deal Size 1H 2008

SOURCE: Reuters, Price Water House Coopers, D2C Research


Growing through M&A D2 Capital Partners

Domestics Seeking New Growth… Growing the M&A war-chest…
 FPT raises USD100m convertible
 FPT raises USD100m convertible
 Domestic credit growth (36% YTD) bond
helping to fuel M&A financing bond
 Masan Group raises USD50m from
 Masan Group raises USD50m from
TPB and BankInvest and another
 Domestic conglomerates taking TPB and BankInvest and another
USD20m from Japanese strategic
advantage of cheaper target valuations USD20m from Japanese strategic
 Vincom raises USD100m convertible
 Vincom raises USD100m convertible
bond
 Cheap funding costs globally offering bond
growth capital channels for larger  Hoang Anh Gia Lai raises ~USD75m
 Hoang Anh Gia Lai raises ~USD75m
players with access to international from convertible bonds
from convertible bonds
capital markets  Hoa Phat Group raises ~USD60m
 Hoa Phat Group raises ~USD60m


CAP MKT UPDATE : What Has Changed D2 Capital Partners

The Bad News
 VN remains on periphery of regional investment universe
 Risk appetite of overseas funds for high risk, emerging assets is still
depressed
 The quality of onshore capital market advisors lags far behind that of
lawyers and accountants
The Good News
 Strategic investor interest is rising
 Specialist financial investors get more access opportunity
 Funding costs are low
 Less noise = more deals can be done but …
 Preparation and structuring is critical


Rational Behavior, Finally D2 Capital Partners

Investors into VN are more cautious, and getting much better
prepared, than at anytime in the past .

 Competitive and industry analysis
 Substantially more comprehensive terms, reps and warranties
 Detailed due diligence
 Post Deal monitoring

This requires that sellers/founders/shareholders step up to the
challenge and meet these needs if they want the capital.


Most Common Deal Tripwires D2 Capital Partners

Deals tend to flounder on a regular series of factors, many of which
may be international practice - but in VN it is all innovation …

 Emotional Seller Premium
 Contingent Risks – especially from earlier raise
 Validity of Documents – are licenses even real ?
 Failure to Launch – understand the need
 Veto Rights – some things require permission
 Options – to put or call

Avoid/fix these and your chances just improved sharply


We Like Domestic Consumption Plays D2 Capital Partners

Healthcare Education
• $6.3b 2009 healthcare expenditure (9% • Annual spend per capita growing 29%
Industry YoY growth) with 69% from private Industry CAGR since 1995
Overview •HCMC Wght Avg Spend = $1,300 Overview • 45% YoY growth for university students
• Vinacap & DB invest $20m in Hoan My studying abroad during 2008-2009
• Pharmaceuticals • Primary / Secondary
Sector • Healthcare Services Sector • University
• Clinics • Vocational
Opportunities Opportunities
•Aesthetics

Telecommunications Online Technology
• Mobile subscription penetration rates • 22m internet users (25% penetration)
Industry approaching 100% by FYE 2009 Industry • ~20K internet cafes
Overview • Increasing Minutes of Use (MOU) with Overview •Cheaper and better quality web access
GPRS and 3G (launched by Vinaphone) • Ripe for user community monetization
• Telecommunications Infrastructure • E-commerce
Sector • 3G Services Sector • Online Social Networking
Opportunities • Mobile Value Added Services (MVAS) Opportunities • Online Games

SOURCE: BMI, Euromonitor, VNExpress, D2C Research


Vietnam Epitomizes the Asian
Domestic Consumption Theme D2 Capital Partners

 Despite the global slowdown, Vietnam The rise of the middle class consumer…
continues to consume ravenously at 800
18.5% YoY retail sales growth in Nov. 573
600 513.5
 Rising incomes, young demographic and 362.8 388.7
432.7
400
high propensity to consume offers
attractive investment opportunities 200

 With $58b in retail sales in the first 11 0

months of 2009, we are convinced… 2004 2005 2006 2007
Consumption Per Capita (USD)
2008

Young demographic with 63% of the population under
the age of 35 promises vast potential… Robust retail sales growth highlights the opportunities
60 55.32
75 -…
50 45.52
60 -… 37.29
Age (Years)

40
45 -… 30.30
30 25.32
30 -… 20
15 -… 10
0-4 -
0 2 4 6 8 10 2004 2005 2006 2007 2008
Male Female Million Persons Retail Sales (USDbn)

SOURCE: US Census Bureau, General Statistics Office, IHS Global Insight


How to Buy What You Like? D2 Capital Partners

Industry / Sector Mapping Structuring Away Risks
 Identify targets  Stress test assumptions
 Industry / sector insight  Refine deal structure
 Matrix business models  Scour for “landmines”
 Comp sector valuation

Maintaining Protection Negotiating the Spread
 Post-deal monitoring  Get minority protection
 Onshore execution  Justify your case
 Have local visibility  Mutual understanding
 Use 3rd party buffer


Appendices D2 Capital Partners

With more than forty years of combined, international, capital
market experience, D2C is defined by Capital :

 Creation
 Deployment
 Structuring


The Scope of Our Partnership D2 Capital Partners

VC and PE Investment
Business Plan Preparation
Capital Structuring
Deal Negotiation
Due Diligence
Industry Mapping & Competitive Analysis
Post Deal Monitoring
Strategic Advisory


Case Study 1: Proactive Preparation D2 Capital Partners

Easing Investor Pain Strategic sales still attractive
Background 4.30% IPO
4.30% Trade Sale
CONTEXT: 13.10% 30.40%
Secondary Sal
Strategic Investors in Education, Media, Alternative Energy MBO
and Construction Materials, sought / seeking potential JV Refinancing
and / or M&A targets in Vietnam. 26.20% Other
21.70%
PREPARATION: Most Attractive /
 Macro Overview Achievable Exit Strategy
 Industry Analysis
 Sub-sector analysis
 Competitive Analysis
Key Takeaways
 Target DD  Lack of information hindering deals
requiring strategic investors to pay for
STRUCTURE: professional insight and intelligence.
 Potential JVs  Companies providing better cooperation
 M&A calm investor concerns
EXECUTION:  Strategic Investors are actively preparing
 Industry / Sector mapping, interviews for potential partnerships and so should
 Potential JV Partner / Target Negotiations interested companies: improve your ranking
on investors’ list of priorities!

SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research


Case Study 2: Professional Help D2 Capital Partners

Appear Serious Addressing Investor Concerns
Transparency in business activities
Background 2.00%
Operational / Cultural Fit
4.10% Growth story / Forecasts

CONTEXT: 4.10%
4.10%
22.40%
Target's management support
Strategic fit
FMCG distributor & retailer sought equity capital raise to 8.20%
Cash flow
expand into mass distribution. Regulatory hindrances in 10.20% Speed which value can be created
sensitive sector to foreign participation required extensive 18.40% Tax shields and investment savings
Brands / Products
professional advice. Transaction closed in <3 months 12.20%
Track record
14.30%
PREPARATION: Investor Concerns When
Investing in Vietnam
 Investment Teaser
 Business Plan Formulation
 Detailed Forecasts & Valuation Model Key Takeaways
 International caliber work and document
STRUCTURE: packs enhanced management credibility
 Straight Equity
 Convertible Bond (Loan) Bridge Financing
 Professional sell-side advisory services
Call Option for Ownership Rights to FMCG Co.
ensured necessary provision of information
to investors for faster decision turnaround
EXECUTION:  Structuring advice provided multiple
 Investor Road Show solutions to potential deal killers
 Term Sheet Discussions  Coaching of management enhanced
negotiation techniques with investors


Case Study 3: Flexible Pricing D2 Capital Partners

Structuring Investor Returns Returns Attract Investors
Background 4% IRR obtained on exit
8% Dividends received
CONTEXT: 8%
Successful integration
Professional Services Company sought capital raise with
structured equity bonus conversion feature. 13% Improved revenue
67%
PREPARATION: Cost savings
 Investment Teaser Measuring Investment
 Business Plan / Investment Memorandum Drafting Success in Vietnam
Investor Presentation & Coaching
 Detailed Forecasts & Valuation Model
Key Takeaways
STRUCTURE:  Detailed strategy & model frame-worked
 Standard Terms & Conditions and expedited discussions
 Convertible Bond  Management flexibility and rationality
 KPI Benchmark Bonus Equity Kicker instilled greater trust in management
EXECUTION:  Return windfall protection alleviated
 Investor Road Show investor concerns
 Term Sheet Structuring  KPI benchmark linked performance ensured
 Negotiations alignment of interests with investor



Case Study 4: Corporate Governance D2 Capital Partners

The Truth Reveals Itself Being fair and open matters
Background Corporate Governance

15.70% Skills / Experience of
CONTEXT: 21.40% existing management
Well established and rapidly growing services company Lack of transparency
11.40%
sought equity capital for new venture; however, clause in
11.40% 21.40% Finance / debt issues
shareholders agreement from previous investor presented
considerable risk and liability to new investors.
18.70% Important Investment
PREPARATION: Considerations / Factors
 Investment Due Diligence Report
 Model Assumptions Sensitivity Testing
 Legal Due Diligence Report Key Takeaways
 Unwillingness to provide full transparency on legal
STRUCTURE: documents can endanger deal
 Standard Terms & Conditions  Eventual cooperation by management lead to a
 Straight Equity at Holdings Group Level partnership with the new investor for MBO / LBO
 MBO / LBO carve out at Subsidiary Level of existing shareholders in Holdings subsidiary
 Offshore investors now requiring extensive
EXECUTION: professional due diligence support and buy-side
 Location Inspections advisory services.
 D2C Supported Negotiations  Third party post-deal monitoring also becoming of
greater importance to offshore investors with
limited man power, experience and resources in VN


Background Information D2 Capital Partners

Spencer White, CFA (sdw@d2capitalpartners.com; +84 907 009 112)
 Spencer is a co-founder and Managing Partner of D2 Capital Partners.
 Prior to D2C, Spencer was an Executive member of the Board of TVS, a start up Investment Bank in Vietnam, leading its
nationwide growth for two years.
 Prior to TVS Spencer was a Managing Director of Merrill Lynch. Having joined the Asia Pacific Group in 1999 he became
the Chief Regional Equity Strategist in 2001. Previously, Spencer was the Country Head for Taiwan.
 Prior to joining Merrill Lynch, Spencer was an Associate Director with AIB Govett Asset Management in London and before
that he served as an investment manager with Hambros Bank, investing in both large- and small-cap Japanese companies.
 Spencer received a First Class Honors degree in Management Science from the University of Warwick and he has been a
CFA Charter Holder since 1997.

Christian Leitzinger, MBA (cwl@d2capitalpartners.com; +84 902 250 393)
 Christian co-founded D2 Capital Partners in 2009 and is Managing Partner.
 Prior to D2C, Christian joined TVS in 2007 heading the Institutional Client Group as Managing Director; servicing domestic
and foreign institutional investors in the Vietnamese equity and bond markets.
 Prior to TVS, Christian was a Director at CIBC Oppenheimer World Markets (Canada). Having joined the US Equity Sales
team in 1999, he rose to manage the team by 2004. His role was to aid Canadian institutional investors in allocating
capital within the US and China.
 Prior to joining CIBC Oppenheimer World Markets, Christian worked on the investment side at Mackenzie Financial
(USD40bn AUM) and O’Donnell Investment Management (USD2Bn AUM) investing in mid/small-cap Canadian companies.
 Christian received a Bachelor’s degree from McMaster University in Canada, and an Executive MBA from the Kellogg
School of Management (Northwestern University, Chicago).


Contact Information D2 Capital Partners

Vietnam Office:
5th Floor, Nam Minh Long Building
61A Vo Van Tan, District 3
HCMC, Vietnam

Spencer White, Managing Partner Christian Leitzinger, Managing Partner
Email: sdw@d2capitalpartners.com Email: cwl@d2capitalpartners.com
Mobile: +84-907-009-112 Mobile: +84-902-250-393
Ian Nguyen, Vice President Tat Sun Ho, Vice President
Email: ian@d2capitalpartners.com Email: tat@d2capitalpartners.com
Mobile: +84-934-164-716 Mobile: +84-121-728-8080


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