Services of the Investment Banking Department The Cyprus Investment and Securities Corporation Bank of Cyprus Group

1. THE CYPRUS INVESTMENT AND SECURITIES
CORPORATION LIMITED
(CISCO)
INVESTMENT BANKING
DEPARTMENT
September 2009
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2. CONTENTS
1. Brief history
2. Services offered by CISCO
3. Why CISCO for Investment Banking
4. Services offered by the Investment Banking Department
5. Recent Project Portfolio
6. Advisory Team
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3. 1. Brief history
2. Services offered by CISCO
3. Why CISCO for Investment Banking
4. Services offered by the Investment Banking Department
5. Recent Project Portfolio
6. Advisory Team
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4. BRIEF HISTORY
The Cyprus Investment and Securities Corporation Ltd
(CISCO) was established in 1982. Its promoters were the
Bank of Cyprus, the Cyprus Development Bank and the
International Finance Corporation (IFC), a World Bank
affiliate.
CISCO was the first investment banking institution in
Cyprus and its primary objective was to offer specialized
financial services and assist in the development of the
capital and money markets in Cyprus.
In August 1988, CISCO became a wholly owned subsidiary
of the Bank of Cyprus Group, the largest financial institution
in Cyprus.
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5. 1. Brief history
2. Services offered by CISCO
3. Why CISCO for Investment Banking
4. Services offered by the Investment Banking Department
5. Recent Project Portfolio
6. Advisory Team
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6. SERVICES OFFERED BY CISCO
CISCO’s activities cover a wide range of specialised services which are offered to individuals, trading,
industrial and tourist enterprises, insurance companies, banks, provident and pension funds, public
corporations and municipal/local authorities:
CISCO’s services are classified under four major categories:
CISCO was the first Investment Banking institution to be set up in Cyprus and over the years it has
established itself as one of the leading institutions in the local capital market.
INVESTMENT The Investment Banking Department assists with the leadership of all aspects of transactions, from
BANKING negotiating and structuring deals to coordinating due diligence, performing company valuations, capital
restructuring, financial planning, feasibility studies as well as the execution of equity and debt issues.
The Brokerage Department’s professional and experienced team assists clients on their investment
strategy by identifying each client’s investment objectives, risk profile and investment horizon.
BROKERAGE The Brokerage Department provides clients with professional and independent advice in strict
confidence, bearing in mind each client’s particular needs.
The Research Department continuously analyses and monitors the local stock market as well as other
RESEARCH markets and prevailing economic conditions preparing in-depth investment analysis and technical
analysis on selected CSE listed companies.
CISCO has been providing Fund Management services since its incorporation in1985. It is the oldest
FUND and at present one of the largest institutional fund managers in Cyprus.
MANAGMENT CISCO’s Fund Management client base includes provident funds and pension funds, insurance and
investment companies listed on the CSE, other companies and high net worth individuals.
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7. SERVICES OFFERED BY CISCO
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8. 1. Brief history
2. Services offered by CISCO
3. Why CISCO for Investment Banking
4. Services offered by the Investment Banking Department
5. Recent Project Portfolio
6. Advisory Team
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9. WHY CISCO FOR INVESTMENT BANKING
Professionalism & Expertise
High-calibre team of professionals with extensive experience and expertise. Recognition
for integrity and high level of professionalism with client focused approach.
Experience
Extensive experience of capital market regulatory and legal aspects.
CISCO has acted as a Lead Manager/Underwriter to over 66% of the companies that
were floated during the period 2003 to 2008 and to over 85% of the newly listed
companies in the last five years in terms of capital raised*.
Also, CISCO pioneered in the introduction of convertible bonds, floating rate bonds,
warrants and call options. Over 75% of debt issues in the local market by listed
companies in terms of capital raised were lead-managed by CISCO*.
Established Relationships
Excellent relationships with clients and established relationships with other professional
firms.
Member of the Bank of Cyprus Group
Access to the largest banking network in Cyprus.
*Source: CISCO Research Department
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10. 1. Brief history
2. Services offered by CISCO
3. Why CISCO for Investment Banking
4.
4. Services provided by the InvestmentBanking Department
Services offered by the Investment Banking Department
5. Recent Project Portfolio
6. Advisory Team
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11. INVESTMENT BANKING DEPARTMENT
SERVICES
• Listing of companies on the Cyprus Stock Exchange
CAPITAL • Listing of companies on E.U. Stock Exchanges through passporting
MARKETS • Share capital issues (IPOs, Rights, Warrants)
• Bond & other securities issues
• Financial planning (Business Plans)
• Valuations
CORPORATE
• Feasibility studies
FINANCE
• Corporate Governance
• Capital restructuring
• Advisory on the buy and sell side of the M&A process
MERGERS &
• Structuring of the Offer
ACQUISITIONS
• Fairness Opinions
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12. INVESTMENT BANKING DEPT SERVICES
CAPITAL MARKETS
Experienced Track Record
CISCO has completed and managed 11 offerings, raising over €850 million over the last five
years*. With this successful track record, CISCO has the expertise, experience, and resources to
successfully guide clients through the offering process. CISCO’s investment banking professionals
will help determine the optimal timing of an offering by evaluating:
– Market conditions
– Growth and future prospects
– Current operating conditions
In addition, CISCO’s investment banking department allows highly integrated and coordinated sales
efforts across the Bank of Cyprus Group, on behalf of clients seeking to raise capital in a public
offering.
Raising Funds for Expansion
Expanding a business often requires a significant infusion of capital. For public companies an
offering is a principal way to raise funds while attracting new investors and advertising products or
services. The Investment Banking department works with clients from the initial assessment phase
to the completion of the offering.
CISCO can offer clients:
– Proper distribution of shares
– Access to a wide variety of institutional and retail investors
*Source: CISCO Research Department
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13. INVESTMENT BANKING DEPT SERVICES
CAPITAL MARKETS – COMPANY FLOTATION
CISCO offers a wide range of flotation services:
1. Preflotation Stage
Undertakes to review the company and analyse the advantages and disadvantages of potential
flotation. It also offers advice on the company's organisational and capital structure.
2. Structure of the Issue
Advises the company in determining the parameters of the issue such as size, price, timing, etc.
3. Preparation of Prospectus/ Listing Particulars
Undertakes:
• the preparation of the Prospectus/Listing Particulars inviting the public to subscribe to the issue
according to the requirements of the Public Offer and Prospectus Law of 2005
• the amendment of articles of association of the Company to bring them in line with the provisions
of the Law on public companies and the requirements of the Cyprus Stock Exchange,
• the preparation of all other documents that may be required.
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14. INVESTMENT BANKING DEPT SERVICES
CAPITAL MARKETS – COMPANY FLOTATION
4. Management of the Issue
CISCO also undertakes:
• the planning, structure and coordination of the issue,
• consultations with regulatory authorities,
• co-ordinate actions with the Cyprus Stock Exchange and the Cyprus Securities &
Exchange Commission or any other competent regulatory authority depending on the
project,
• co-ordinate, in conjunction with the Company the activities of all third parties involved.
• the collection and processing of applications and advises the client on the allotment of
the issue.
5. Selling of the Issue
• CISCO undertakes the promotion and sale of the shares, including the setting-up of a
selling group.
6. Post Flotation Service
• CISCO is in a position to assist the client in maintaining its share or debenture registry.
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15. INVESTMENT BANKING DEPT SERVICES
CAPITAL MARKETS – COMPANY FLOTATION
Why Listing on the Cyprus Stock Exchange?
• Legislation and procedures based on European Directives
• Passport for listing to any other Stock Exchange in the European Union Member States, after
18 months from the day of listing on the CSE.
• Professional fees and other expenses relatively lower than in any other EU member state.
• Infrastructure to accept foreign investors
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16. INVESTMENT BANKING DEPT SERVICES
CAPITAL MARKETS – ISSUE OF BONDS
Since its establishment CISCO has promoted with success the issue of straight bonds, convertible
bonds, bonds with equity warrants attached, and floating rate bonds by public companies and
public sector bodies.
The services offered by CISCO for the issue of bonds are similar to those offered for share issues:
• review of requirements and capacity to repay the loan,
• advisory role in setting the terms of the issue,
• preparation of Listing Particulars/Prospectus,
• management and promoting of the issue and placement.
During 2008, CISCO has managed the largest corporate debt issue completed in Cyprus, successfully
raising €573.4 million in an oversubscribed convertible bonds issue for Bank of Cyprus
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17. INVESTMENT BANKING DEPT SERVICES
CAPITAL MARKETS - PRIVATE PLACEMENT
• In the case of a public company which, for various reasons, does not wish to address itself to the
public at large in order to raise equity or loan capital, or in the case of a private company which is
not in a position to make an issue to the public, CISCO can provide assistance in securing the
required equity or loan capital through the private placement of an issue (of shares or bonds)
with a limited number of investors.
• Once the requirements of the company and the terms of the issue have been determined,
CISCO prepares an Information Memorandum on the company and the issue and approaches a
small number of potential investors in order to place the issue.
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18. INVESTMENT BANKING DEPT SERVICES
CORPORATE FINANCE - MERGERS & ACQUISITIONS
CISCO M&A services include inter alia:
– Advising clients in the development and formulation of merger, acquisition and divestiture strategies.
– Identifying potential buyers or acquisition targets via close relationships with numerous groups in
Cyprus and abroad.
– Establishing valuation criteria and ranges.
– Developing alternatives and recommending appropriate courses of action.
– Arranging acquisition financing for buyers, consisting of all types of debt and equity.
– Structuring and negotiating transactions.
– Identifying prospective equity and joint venture partners, and working with such partners to create the
necessary arrangements to consummate each transaction.
– Structuring internal M&A transactions, including management and employee buy-outs.
– Identifying, screening and initiating discussions with potential buyers/sellers.
– Assisting in the preparation of confidential information and selling memoranda.
– Coordinating legal, tax, accounting and other closing-related activities.
– Fairness Opinions.
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19. INVESTMENT BANKING DEPT SERVICES
CORPORATE FINANCE - MERGERS & ACQUISITIONS
In addition to the aforementioned services in the case of a listed company CISCO M&A services include
inter alia:
– Advisory services relating to the Take Over procedures (as they arise from the relevant legislations)
and structuring the Terms of the Offer.
– Drafting of the Public Offer Document pursuant to the legislation on Acquisitions and Public Offers (if
Public Company).
– Submission of the Offer Document to the relevant regulatory authorities and coordination of all parties
for the completion of the Public Offer.
– Communication with relevant regulatory authorities relating to the review and approval of the Offer
Document other documents.
– Presentation of offer to investment public and institutional investors.
– Responsibility for accepting and processing of the acceptance forms and preparation of all relevant
reports.
– Services of Paying Agent - Payments to accepting shareholders who accept the offer by means of
posting a bankers draft &/or crediting of bank accounts.
– Preparation, coordination and submission of all required documentation to the relevant regulatory
authorities for the execution of the transfer of shares.
– Fairness Opinions.
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20. INVESTMENT BANKING DEPT SERVICES
CORPORATE FINANCE – OTHER SERVICES
Financial Planning (Business Plan)
CISCO undertakes financial planning studies for corporate clients in various sectors. Financial planning
services include the preparation of comprehensive customised business plans with detailed financial
projections as well as guidance and consulting based on the analysis of the business plan results.
Financial planning advice can also be offered to a company's management on an on-going basis.
Valuation of Private Companies' Shares
The value of private companies' shares which are not traded and therefore lack a stock market price, can
be estimated with reference to their current and projected performance and after taking into consideration
a range of other factors. CISCO undertakes share valuations, which are often useful for share dealings or
mergers.
Feasibility Studies
CISCO undertakes feasibility studies for investment projects in industry, tourism, trade and other services.
Such studies contain all the information required to be submitted in order to secure loan financing. CISCO
maintains contacts and cooperates, where warranted, with other consultants and advisers in various fields,
local and foreign. Pre-feasibility studies are also undertaken and the client is advised as to whether to
proceed with an in-depth study.
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21. 1. Brief history
2. Services offered by CISCO
3. Why CISCO for Investment Banking
4. Services offered by the Investment Banking Department
5. Recent Project Portfolio
6. Advisory Team
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22. RECENT PROJECT PORTFOLIO
CAPITAL RAISING & LISTING OF SECURITIES
2006 2007 2007 2007
Initial Public Offering Initial Public Offering
Initial Public Offering Initial Public Offering
and Listing on the CSE CSE Listing
CSE Listing CSE Listing
of 175.000.000 shares of
nominal value €0,34 per €2.626.199,90
€10.621.934,87 €801.666,80
share
Lead Manager Lead Manager Lead Manager Joint Lead Manager
2007 2007 2008 2008
Rights Issue Issue and listing of Initial Public Offering
Capital Securities Rights Issue CSE Listing
€24.064.480 12/2007
€35.558.998 €5.436.720,00
€126.436.506
Lead Manager Lead Manager Lead Manager Joint Lead Manager
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23. RECENT PROJECT PORTFOLIO
CAPITAL RAISING & LISTING OF SECURITIES
Ongoing
2008 2008 Ongoing
ITTL Trade Tourist and
Issue and listing of Leisure Park Ltd
Convertible Bonds
Issue and listing of
2013/2018
Bonds 2013/2018 Initial Public Offering Initial Public Offering
on CSE and ATHEX
on CSE CSE Listing CSE Listing
€573.409.701
€100.000.000
Lead Manager Lead Manager Lead Manager Lead Manager
Ongoing
Geo -Ships Holdings Plc
Initial Public Offering
CSE Listing
Lead Manager
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24. RECENT PROJECT PORTFOLIO
MERGERS & ACQUISITIONS
2007 2007 2007 2007
Acquisition of Public Offer for 50,01%
Public Offer for the Independent Advisor
Acquisition of Offer of Acquisition
By
Thalassa Holdings
Independent
Lead Manager Lead Manager Lead Manager
Advisor
2007 2007 2007 2008
Acquisition of
Independent Advice for Independent Advice for Public Offer for the
Offers for Acquisition Offer for Acquisition Acquisition of
by Hellenic Bank by SFS Group
and SFS Group
Independent Independent
Advisor Advisor Lead Manager Lead Manager
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25. RECENT PROJECT PORTFOLIO
MERGERS & ACQUISITIONS
2008 On Going
2008
Messrs Charalambos
Antonis and Costas
Papantoniou
Public Offer for the Public Offer for the Public Offer for the
Acquisition of Acquisition of Acquisition of
Alliance Re
Lead Manager Lead Manager Lead Manager
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26. KEY TRANSACTIONS 2008
CAPITAL MARKETS – LISTING AND RIGHTS ISSUE
Transaction Summary Transaction Highlights
Ocean Tankers Holdings Public The first IPO on the CSE since
ISSUER Company Limited 2001
IPO funds raised €10,7 million
OFFERING
• Issue of 24.328.756 new shares of IPO November 2006 Rights Issue funds raised
STRUCTURE Rights Issue August 2008
nominal value $0,40 per share at €18,5 million.
IPO
the price of €0,44 per share.
November 2006
Lead Manager
• Issue of 161.631.810 nil-paid
OFFERING rights allocated gratis to the
STRUCTURE existing shareholders in the ratio
of 1 right per share. Key Highlights
RIGHTS ISSUE
The first shipping company listed on the Cyprus Stock
• Every 5 rights exercised converted
August 2008
into 2 new shares of nominal value
Exchange
$0,20 per share with an exercise
price of €0,55 per share. US$13,4m funds raised through listing process were used
for the expansion of the Group fleet
Cyprus Stock Exchange
LISTING
Since listing, fleet increased from 3 to 16 vessels
Included in the Athens Stock Exchange FTSE International,
from 4th December 2007 onwards
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27. KEY TRANSACTIONS 2008
CAPITAL MARKETS – CONVERTIBLE BOND ISSUE
Transaction Summary Transaction Highlights
2008
ISSUER Bank of Cyprus Public Co Ltd (BOC)
First convertible bond issue in
UNDERLYING Cyprus after 10 years
Ordinary Shares of BOC
Issue and listing of
Convertible Bonds
Oversubscribed Issue.
STATUS Unsecured, Subordinated 2013/2018
Raised €573,4 million.
€573,409,701
ISSUE SIZE
Lead Manager
ISSUE DATE 30 July 2008
Key Highlights
MATURITY
30 June 2018
On July 15 Bank of Cyprus opened subscriptions based on
ISSUE/ the final terms of its debut LT2 Convertible Bond issue; the
100% / 100% bonds, for a total size up to €573million, were offered by way
REDEMPTION
PRICE of rights to existing shareholders and were also marketed in
the Greek and Cypriot retail network of BOC and to
INTEREST institutional investors in Europe
7.5% for Year 1 / 6mEUR+1% Year 2-5
Incremental demand generated from institutional investors
CONVERSION
€ 10.50 and additional subscriptions from retail investors took the
PRICE
total order book into oversubscription by July 29
Athens / Cyprus Exchange
LISTING The transaction strengthened the capital adequacy of the
bank, providing important balance sheet support
DISTRIBUTION Retail and Institutional Investors
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28. KEY TRANSACTIONS 2008
MERGERS & ACQUISITIONS – PUBLIC OFFER
Transaction Summary Transaction Highlights
2008
OFERROR Flagstone Reassurance Suisse SA
Secured over 90%
TARGET COMPANY Alliance Reinsurance Public shareholding via the Public
Company Limited Offer procedure.
Public Offer for the
Acquisition by Flagstone Acquisition of
Reassurance Suisse SA of up to Effected squeeze out clause
PUBLIC OFFER 100% of Alliance Reinsurance Alliance Re and successfully managed to
Public Company Limited share delist target company by the
capital year end.
Lead Manager
OFFER
€0,48 per share in cash
CONSIDERATION
Key Highlights
ACCEPTANCE
16 September - 16 October 2008 Flagstone Reinsurance Holdings Limited is a global
PERIOD
reinsurance company with a focus on specialty, property,
Secured 92.81% shareholding at property catastrophe and short-tail casualty reinsurance.
RESULT
the end of acceptance period Both Flagstone Reinsurance Holdings Limited and its
subsidiary Flagstone Reassurance Suisse SA have been
Completed by 5th December 2008 rated A- (stable outlook) from A.M. Best and Fitch Ratings
SQUEEZE OUT
and Α3 (stable outlook) from Moody’s Investors Service
regarding their financial strength.
Flagstone Reinsurance Holdings Limited shares are listed
on the New York Stock Exchange.
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29. 1. Brief history
2. Services offered by CISCO
3. Why CISCO for Investment Banking
4. Services offered by the Investment Banking Department
5. Recent Project Portfolio
6. Advisory Team
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30. PROFESSIONAL ADVISORY TEAM
Anna Sofroniou, MBA Constantinos Papanastasiou, CFA
General Manager Head of Corporate Finance
Tel: 2212 1838 Tel: 2212 1846
E-mail: anna.sofroniou@cy.bankofcyprus.com E-mail: constantinos.papanastasiou@cisco.bankofcyprus.com
Ioannis Georgiou, CFA Andry Rousou, MBA
Head of Capital Markets Investment Banking Associate
Tel: 2212 1841 Tel: 2212 1840
E-mail: yiannis.georgiou@cisco.bankofcyprus.com E-mail: andry.rousou@cisco.bankofcyprus.com
Michalis Yiannikouris, ACA Stalo Koumidou, MSc
Investment Banking Associate Investment Banking Associate
Tel: 2212 1806 Tel: 2212 1805
E-mail: michalis.yiannikouris@cisco.bankofcyprus.com E-mail: stalo.koumidou@cisco.bankofcyprus.com
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31. DISCLAIMER
Copyright
All rights in the pages and contents of this booklet are reserved by CISCO. No part of this booklet or its contents may be
reproduced or distributed in any form without prior expressed written permission of CISCO.
Disclaimer
Whilst every effort was made to ensure that information contained in this booklet is correct and error-free, no responsibility or
liability can be accepted by CISCO for any loss or damage incurred as a result of relying on information contained in this
booklet. CISCO, its management and staff, any individual or legal entity that has contributed in any way to the preparation,
composition or promulgation of this booklet hereby disclaim any overall liability arising from any inappropriate, improper or
fraudulent use. This document is not intended to be used as a general guide to investing, or as a source of any specific
investment recommendations, and makes no implied or express recommendations. This document does not constitute an
offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it would be unlawful to make such offer or solicitation. It is the responsibility of any person or persons in possession of
this material to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction, including
MFID compliance. Prospective investors should inform themselves and take appropriate advice as to any applicable legal
requirements and any applicable taxation and exchange control regulations in the countries of their citizenship, residence or
domicile which might be relevant to the subscription, purchase, holding, exchange, redemption or disposal of any
investments.
Further Information
Information about the business of CISCO is regularly made available through official publications, press releases and
publicity. If you do not find what you are looking for in this booklet, please contact us via our website www.cisco-online.com.cy
or by telephone on +357 2212 1800 or write to us at Eurolife House, 4 Evrou Street, PO Box 20597, 1660 Nicosia, Cyprus.
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