Nova Brochure Central And Eastern Europe

New York

novacapital partners

Investment Banking Central and Eastern Europe

2 Nova Capital Partners

Contents:

3 Introduction to Nova Capital Partners

4 A Focus on Leading Companies

5 Overview

9 Emerging Markets Investment Banking

11 Institutional Investors

13 Products & Services

17 Providing Access to Global Institutional Capital

19 Extensive Transaction Experience and Expertise

21 Investment Bankers to the World’s Emerging Markets

22 Transaction Case Study:

Blue Financial Services, Ltd./South Africa

23 Transaction Case Study:

Intercontinental Bank Plc/Nigeria

24 Contact Information

Nova Capital Partners 3

Introduction to Nova Capital Partners

Nova Capital Partners, LLC is a leading emerging markets investment bank with offices in New York and Johannesburg.

Our global scale, institutional relationship and top-tier investment banking professionals are among the many reasons that Nova Capital is the investment bank of choice for growing companies throughout the world’s emerging markets.


Nova is a global firm with deep experience having led transactions

for clients in many growing economies around the world

Our professionals have significant investment and operating

experience throughout Europe, Africa, Asia and Latin America.

By combining sophisticated strategic corporate advisory with

access to capital and regional knowledge, Nova Capital Partners

can effectively address the diverse needs of our clients in these

markets.

A Focus on Leading Companies


Overview

Nova offers a full range of investment banking products and services

to privately held and publicly traded companies.

We are focused on, and committed to, serving large and middle market

companies and have obtained a strong reputation for client dedication,

innovative and effective transaction execution and integrity.


Nova Capital Partners’ clients receive access to sophisticated

strategic advice and a wide array of capital that historically has only

been available to the world’s largest companies. Services include:

n Raising Debt and Equity Capital

n Mergers & Acquisitions

n Strategic Divestitures

n Valuations

n Management Buyouts

n Leveraged Buyouts (LBO’s)

n Restructurings and Recapitalizations

Overview (continued)


0 3 6 9 12 15

Madagascar

Kenya

South Africa

Nigeria

Tanzania

Sudan

Mozambique

Sierra Leone

Sri Lanka

Pakistan

Bangladesh

India

Maldives

Libya

Tunisia

Morocco

Jordan

Mexico

Brazil

Colombia

Chile

Venezuela, RB

Dominican Republic

Costa Rica

Peru

Turkey

Serbia

Russia

Ukraine

Lithuania

Georgia

Latvia

Kazakhstan

Singapore

Malaysia

Thailand

Vietnam

China

East Asia Europe & Central Europe Latin America & CaribbeanMiddle East & North Africa South Asia Sub-Saharan Africa

Emerging Market’s Diversity of Economic Growth

Average GDP Growth rate 2001-2006Source: World Bank Development Indicators


Overview (continued)

Nova has particular expertise in:

n Financial Services (banking, insurance, micro-credit)

n Telecommunications

n Manufacturing (diversified)

n Technology

n Energy

n Agriculture

n Services

Nova is highly selective in the engagements we lead which enables us

to focus on quality transactions while ensuring senior level attention to

each client throughout the assignment and beyond.

As a trusted advisor to our clients, Nova fosters long-term relationships

by helping them grow, identify and capitalize on opportunities, maximize

value and obtain their strategic and financial goals.


Emerging Markets Investment Banking

Nova has a strong focus on companies in countries which have

traditionally been underserved by major financial institutions.

We believe these markets offer significant upside opportunity driven by

an increasing number of high-quality companies seeking access to U.S.

and global institutional capital, strategic advice and other services.

Emerging Markets Leader

Nova has been providing investment banking services in the worlds

emerging markets since the firm’s inception. We have a deep network

of relationships with business executives as well as local and national

political leaders throughout the continent.

Track Record of Success

By combining “best practices” investment banking with our knowledge

of – and experience in – developing economies, Nova has successfully

completed a variety of complex debt and equity transactions for our

clients. We work closely with our clients and prepare them to raise

capital from U.S. based investors as well as investors throughout

Europe and the Middle East.

0

2

4

6

8

10%

Emerging Economies Developed Economies

2007*200620052004200320022001200019991998

*2007 represents a forescast yearSource: IMF

0

50

100

150

200

250

$300

2008200720062005200420032002

Private Capital in US$ billionsSource: IMF World Economic Outlook April 2007, 2007 & 2008 represent IMF estimates


Private Capital is increasingly moving into developing and emerging markets...

GDP Percentage Increase


Institutional Investors

Our affiliate investors are comprised of leading global insurance

companies, hedge funds, pension funds and large international private

equity groups.

Accordingly, Nova is able to raise capital from highly sophisticated,

globally minded investors looking to deploy their capital outside the

United States and elsewhere ... and into leading companies around

the world.

Nova has the capacity to raise up to US$500 million in debt or equity

capital but we also lead transactions between US$25 million and

US$100 million. Companies seeking access to capital from the United

States and other countries around the world look to Nova Capital

Partners.


“By bringing the talent and experience of the ”bulge-bracket” investment banks to our clients, Nova

has created a new level of access to capital for growing

companies around the world.”


Products & Services

Capital Raising and Financing

With expertise in forming diverse capital structures and a reputation for

outstanding execution, Nova Capital Partners has become the firm of

choice for large and middle market companies seeking financing. Nova

seeks to create an optimal, long-term capital structure that will meet our

client’s ongoing strategic, operational and financial needs.

Nova provides access to many forms of capital including:

n Equity

n Senior Debt

n Subordinated Debt

n Convertible Debt

n Mezzanine Financing

n Project Finance

Common uses of proceeds include:

n Expansion/Growth

n Financing acquisitions

n Refinancing existing debt

In each client engagement we examine a number of different financing

alternatives while assessing the applicable structural, cost and timing

considerations. Nova leverages our strong, global distribution capabilities

and our diverse group of institutional buyers who have come to

recognize the high quality transactions that Nova brings to the market.


Mergers & Acquisitions

Nova provides buy-side and sell-side advisory services to large and

middle-market companies whether privately held or publicly traded.

We are a full-service group with experience in mergers, acquisitions,

divestitures, strategic alternatives, recapitalizations, restructurings,

spin-offs, management buyouts, joint ventures, minority investments

and defensive assignments.

Because we view Mergers and Acquisitions as an important

part of a client’s overall growth strategy, we provide firm-wide

commitment and senior-level attention across the organization to

effect successful transactions.

We develop and implement integrated M&A solutions by

coordinating and leveraging our execution skills, structuring

expertise, comprehensive financing capabilities and insight into

capital markets.

The firm applies its transaction experience, technical expertise,

and extensive industry research throughout the process, including

the valuation of potential targets, developing bidding strategies,

structuring the offer and executing the transaction.

Products & Services (continued)


“Nova undertakes each client engagement with the

goal of minimizing our clients cost of capital while providing certainty of execution.”


Strategic Advisory Services

Nova Capital Partners excels at assisting companies in unlocking

and maximizing their value by providing strategic advice through

transformational events such as mergers and acquisitions and

complex equity raises.

We advise clients through all stages of their development and provide

expert guidance in buy-side and sell-side mergers and acquisitions,

divestitures and corporate restructurings and project finance.

Nova’s senior bankers are highly experienced and advise our clients

in critical areas such as company positioning, valuation, investor

presentations, deal strategy/negotiation and tactics.

Access to potential strategic buyers, financial buyers and investors

is provided and managed by Nova. Nova has expertise across

several industry groups and helps clients to identify and capitalize

on opportunities.

Products & Services (continued)


The ability to offer strategic advice while seamlessly providing capital

raising and financing enables Nova to fully address the needs of our

clients.

Nova excels at providing leading companies with access to multiple

forms of U.S. based and global institutional capital.

Our investors are comprised of globally-minded Insurance Companies,

Hedge Funds, Pension Funds, and large international Private Equity

Funds.

By utilizing our deep relationships with our institutional investors, Nova

is able to raise capital from sophisticated, globally minded investors

looking to deploy their capital outside the United States.

Companies seeking access to capital from the United States and other

international sources look to Nova Capital Partners.

Providing Access to Global Institutional Capital


“Nova’s ability to leverage its experience throughout the world in

order to generate effective results has made it the investment

bank of choice for the most complex assignments.”


Extensive Transaction Experience and Expertise

Bankers at Nova Capital average over 20 years of experience in

investment banking, private equity, research and buy-side fund raising.

Nova’s professionals have served at some of the world’s largest

investment banks and financial institutions such as Morgan Stanley,

Merrill Lynch, Lehman Brothers and American Capital Strategies.

Our clients are given a tailored approach and customized solution as our

bankers expertly manage the transaction process from inception

to closing.

Nova Capital provides solutions to growing companies seeking to bring

world-class investors and capital to their organizations.


“Nova has clients around the world including

the United States, Latin America, Africa, Australia, Asia and

Central and Eastern Europe.”

Nova Capital Partners Investment Banking Clients


Nova offers our clients the same high quality strategic guidance and

access to capital that historically has only been available to the world’s

largest corporations.

By leveraging Nova’s deep institutional distribution capabilities, we

provide access to a significant number of global investors looking

to deploy their capital into leading companies making Nova Capital

Partners ... the premier Investment Bank to the world’s emerging

markets.

Investment Bankers to the World’s Emerging Markets


Transaction Case Study: Blue Financial Services, Ltd. South Africa

The Company

Blue Financial Services, Ltd. (“Blue”), based in

South Africa, is a leading multinational provider

of innovative micro-lending credit solutions to

citizens in South Africa, Botswana, Uganda

and Zambia. Blue’s strategy is to partner

with corporations to provide their employees

with a wide range of financial services such

as personal and home improvement loans,

mortgages and other products.

The Mandate

Blue engaged Nova Capital Partners as the

sole lead manager and advisor on raising an

initial US$15 million of equity to fund the

expansion of Blue’s product offerings and its

office and branch network in existing markets

as well as into new markets including Tanzania

and Cameroon. This represented a first stage

of financing for Blue.

Execution

Nova worked with a select group of

sophisticated global investors that specialized

in the emerging markets and had the capacity

to fund Blue’s expansion goals. Global financial

firm AIG was a perfect match for Blue and

invested the first US$15 million of equity.

Nova advised Blue through the entire process,

from the initial deal structuring to negotiating

the final term sheet. The company, through

Nova, has since raised over US$80 million in

aggregate.

June 2006

$80,000,000Convertible

Preference Shares

Sole ArrangerNova Capital Partners, LLC

Investor ConsortiumAIG Global Emerging Market Fund

FMOIFC

OPIC

South Africa South Africa


Transaction Case Study: Intercontinental Bank Plc. Nigeria

The Company

Founded in 1989, Intercontinental Bank

Plc has grown to be one of the largest and

most successful banks in Nigeria with over

1,000,000 accounts. With 200 branches

located throughout Nigeria, Intercontinental’s

business is driven by corporate banking, retail

and commercial banking, investment banking,

project finance and trade finance.

The Mandate

Intercontinental desired to increase their

equity capital base and was specifically

focused on obtaining capital from

sophisticated international equity providers

that could add strategic value to their

enterprise. Intercontinental engaged Nova

Capital Partners as the sole lead manager and

advisor to raise approximately US$150 million

of preferred equity.

Execution

Nova used a balanced and efficient

distribution process that focused on a select

group of sophisticated global private equity

and strategic investors. Nova received

commitments from five leading international

investors including AIG Capital Partners

(United States), EMP Africa (United States),

Vectis Capital (Greece), Rand Merchant Bank

(South Africa) and The Al-Rashed Group

(Saudi Arabia). Nova advised Intercontinental

throughout the entire process, from the initial

deal structuring to negotiating the term sheet

and the final Subscription Agreement.

July 2007

$161,000,000Convertible

Preference Shares

Sole ArrangerNova Capital Partners, LLC

Investor ConsortiumVectis Capital

EMP AfricaAIG Capital PartnersRand Merchant Bank

Al Rashed Group

NigeriaNigeria


Contact Information

New York

122 East 42nd Street

50th Floor

New York, New York 10168

1-212-321-7093

Documents

Nova Brochure Central And Eastern Europe