First Capital Brochure

Corporate Overview

Private and Confidential © FirstCapital Corporation Ltd 2009 2

FirstCapital is a boutique investment bank that specialises in fund raising and mergers

and acquisitions advice for high growth technology companies.

Our team of senior investment bankers has collectively advised over 220 clients, from

technology start-ups to multinationals, on $145bn of domestic and international cross

border transactions.

As a management owned business, we are independent and committed to achieving

the highest levels of satisfaction and maximum value for our clients. We are

recognised for our integrity, professionalism and trustworthiness.

Where many advisers see a merger, acquisition or sale as just another deal,

FirstCapital knows that a successful deal requires the right strategy and a tailored

approach. We work closely with each client, to understand their specific

circumstances and needs. We specialise in positioning, founded on our understanding

of the market place, the needs of the participants and the value drivers, enabling our

clients to achieve maximum value from the engagement.

We work in partnership with our clients to achieve their goals. Our experienced

directors lead each engagement throughout, guaranteeing our clients the highest

quality advice and negotiation support at every stage in the process.

Independent

advice,

expert

transaction

execution

UK based,

we have a

global reach

Proven

ability to

achieve a

better

outcome

FirstCapital: Who We Are


Jason Purcell, CEOJason’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).

Director Bios: Experienced Professionals With Global Reach

Hazel Moore, ChairmanHazel specialises in transactions in cleantech and physical sciences. 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).

John Yeomans, DirectorJohn’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.

Piers Hartland-Swann, DirectorPiers was previously a Partner at 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.

Peter Wolfers, CFOPeter 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 chairman of XCalibre, and a board director of Ranier and Intense.


Bios of Professional Staff

Zaeem Maqsood, AssociateZaeem 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.

Martin Brennan, AssociateMartin specialises in Internet and Digital Media companies. Prior to joining FirstCapital in 2005, Martin was a

management consultant in the Strategy practice at Accenture. Martin has a First Class BA Honours degree in

International Business and Modern Languages from the University of Strathclyde, and holds the Certificate and

the Diploma in Corporate Finance from the SII/ ICAEW/ CICA. He is fluent in Spanish and French.

Amer Vohora, Vice PresidentAmer joined FirstCapital in 2000, and specialises in cleantech and physical sciences companies. Previously he

worked with number of start up technology companies in a variety of roles. Amer holds a postgraduate

Advanced Course in Design, Manufacture and Management (ACDMM) at Cambridge University, and has a BEng &

BComL degree from Birmingham University in Manufacture Engineering and Commerce with Japanese.

Bala Krishnan, AssociateBala 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.

Jessica Ford, AnalystJessica joined FirstCapital in 2007 from the Max Planck Institute-EVA in Leipzig, where she was a Daimler-

Benz Fellow and DAAD Scholar. She focuses on the medtech sector. She graduated from Cambridge University

with a First Class BA in Medical Sciences, and has an MA (Distinction, Sussex) in Philosophy of Cognitive

Science. Jessica is fluent in French and German.


5

Rod AttwoollRod 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.

Adviser Bios: Leveraging Networks And Experience of Senior Executives

David SextonDavid was previously President of Global Markets at Cable and Wireless. He 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 C&W and subsidiaries of BT and Mercury

Telecommunications. David now holds a number of advisory and non-executive roles with early stage businesses.

Bob MannBob 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 currently holds a number of

directorships and advisory positions and sits on the Technology Advisory Group of Scottish Equity Partners.

Richard AtkinsRichard’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.


Our Services: What We Do

Services

Mergers and acquisitions for public

and private companies

Transaction value range €15-150mn

Deliverables

Position client within market and

competitive space

Provide insightful analysis and

positioning to understand value

drivers and hence target universe

Leverage network of relationships

within buyers and sellers (both

strategic and financial)

Run a tight and rigorous process

through to close

Benefits

Attract interest from genuine

buyers and generate competitive

tension to deliver maximum value

to client

Services

Assessment of strategic options

Development of M&A strategies

Valuations and fairness

opinions

Deliverables

Work with company boards to

develop long term strategies to

realise corporate objectives

Benefits

Experienced, unbiased advice

to enable client to accurately

assess all options and develop

plan to generate value

Services

Private placements to VC/PE

and strategic investors

Range €5mn +

Deliverables

Work with clients to develop

financing strategy

Identify target investors

based on client needs and

characteristics

Leverage extensive contacts

in the investment community

Benefits

Ensure financial strategy is

aligned to specific needs

Deliver right investors

/syndicate of investors

Maximize the outcome for

shareholders and

management

Fund Raising Mergers and Acquisitions Strategic Advice

7Private and Confidential © FirstCapital Corporation Ltd 2009

Track Record and Selected Case Studies


FirstCapital Track Record (2005-2008)

$16mn

Series B round

Alliance Trust

Equity Partners

First Ventures

Exclusive financial

advisers to Ranier

January 2008

£3mn

Series A round

Index

Highland

Exclusive financial

advisers to

Glasses Direct

July 2007

Undisclosed

Has been acquired by

Exclusive financial

advisers to Texperts

December 2008

$6.5mn

Azini Capital Partners

SPARK Ventures

First Ventures

Herald Ventures LP

Loudwater

Exclusive financial advisers

to FNI Venture Capital

October 2008

Undisclosed


Exclusive financial

advisers to Multimap

December 2007

Strategic Advice

Exclusive financial

advisers to Player One

October 2008

$5mn

Series A round

Solon Ventures LP

Quest for Growth

Entrepreneurs Fund

Exclusive financial

advisers to Prosonix

November 2007

£6.25mn

Has been acquired

by

Exclusive financial

advisers to Centric

June 2007

£5mn

Series C round

Exclusive financial

advisers to FNI

Venture Capital

March 2007

£9.9mn round

and acquisition of

Exclusive financial

advisers to FNI

Venture Capital

July 2007

$5mn

Series A round

Eden Ventures

Exclusive financial

advisers to Reevoo

December 2006

£24.2mn


Exclusive financial

advisers to Smart421

September 2006

£2mn

Convertible loan

Exclusive financial

advisers to FNI

Venture Capital

July 2006

Undisclosed


Exclusive financial

advisers to AIM Group

May 2006

£6.5mn round

Exclusive financial

advisers to FNI

Venture Capital

October 2005

£6mn

Series C round

Quester, Celtic

House, MTI

Exclusive financial

advisers to Global

Silicon

August 2005

$4mn

Series A round

Benchmark

Exclusive financial

advisers to

Rawflow

July 2005

Undisclosed

Series A round Pentech

Iris Capital

Exclusive financial

advisers to

OmniPerception

April 2005

£3mn

Series B round

SEP, Cazenove

Cross Atlantic

Exclusive financial

advisers to

Zeus Technology

February 2005

Undisclosed


Exclusive financial

advisers to Cassium

May 2005

Undisclosed

Has acquired

Coronel

&

Gantock

Exclusive financialadvisers to Cassium

May 2005

http://www.adaptplc.com/Default.aspx

http://www.omniperception.com/


The Results: We Achieve More for our Clients

“FirstCapital had the commitment and tenacity to manage a broadly based, international sale process for Multimap, dealing withthe world's top players in IT. They were thoroughly professional, adding value throughout a complex process, and on hand for

support whenever we needed them. We are delighted with the result."

Sean Phelan, Founder, Multimap

"I am delighted with the service delivered by the team at FirstCapital. They worked with us to position Smart421 as a key strategic asset in the marketplace. They leveraged their trusted and deep

relationships inside target acquirers on a global basis. They were totally committed, ran the whole process with the utmost attention to detail and delivered an excellent result for the shareholders, management and the company."

Julian Harris, Chairman, Smart 421

"FirstCapital is a rare breed: an investment bank which combines a deep understanding of positioning technology companies, with a highly efficient process to get deals done well.

It is unusual to find a group who truly drives both, to deliver maximum value to shareholders."

Tina Rogers, Chairman, AIM Group

"FirstCapital ran a tight, efficient and entirely complementary process, all the way from developing strategy and producing the marketing materials, through investor selection and management and onto deal negotiation and completion. Jason and his team shouldered the bulk of the load throughout, kept me well informed and managed expectations on both sides so that a

good deal became inevitable in a reasonable timescale without major management distraction. I would recommend First Capital without reservation".

Dr Geoffrey Andrews, CEO and Founder, Ranier

Private and Confidential © FirstCapital Corporation Ltd 2009

Sale of Multimap to Microsoft: Excellent Strategic Fit in a Fast Moving Market

10

Positioned as a strategic asset in a rapidly evolving sector The leading independent mapping company in Europe, offering both B2B and a popular B2C site

Multimap was ready to fully exploit the European opportunity as well as a re-launched public site

Passive investor Virgin Media was seeking exit and founder wanted to de-risk

Dual track process targeting investors and acquirers Requirement to support aggressive growth plans

Strong understanding of the market space

International marketing process to select the right partner FirstCapital produced a detailed IM which articulated the strengths and market opportunity of a

complex, mature and fast growing business

The Multimap team were briefed in detail and trained to emphasise key messages

FirstCapital targeted all the key contacts

Support through a detailed due diligence process Provided dedicated assistance for the production of a detailed data room

Managed large bidding teams through the data room process, including follow up queries

Delivered a market-defining transaction FirstCapital delivered a transaction with an excellent strategic fit and strong valuation

Strategic imperative for Microsoft as it goes head to head with Google in Europe

“FirstCapital had the

commitment and tenacity

to manage a broadly

based, international sale

process for Multimap,

dealing with the world's

top players in IT. They

were thoroughly

professional, adding

value throughout a

complex process, and on

hand for support

whenever we needed

them. We are delighted

with the result."

Sean Phelan, Founder

Multimap

Undisclosed


Exclusive financial

advisers to Multimap

December 2007


"FirstCapital effectively

became my right hand

man not just in

managing the

investment round but

also in devising and

shaping the future

strategy of Glasses

Direct.”

James Murray-Wells, CEO

Glasses Direct

Positioned GlassesDirect as extremely disruptive model with attractive fundamentals Already the world’s largest online retailer of prescription glasses

Structural advantage over offline incumbents, with the opportunity to disrupt a large traditional industry

We focused on a targeted shortlist of global Tier 1 ecommerce investors Management and shareholders were clear about their needs:

Partner with Tier 1 global ecommerce investors with a strong track record

Find an investor with ambitions to match management and deep pockets

Protect and increase valuation

Close the round quickly to enable management to focus on executing on the

opportunity

We ran a targeted marketing process, to achieve optimal outcome for the company Documentation prepared by FirstCapital to fully and concisely articulate the value of the opportunity

Detailed briefing and training of the management team for all interactions with VCs

Full support and strategic advice through an intense phase of follow-up meetings and requests

Managed the bidding and negotiation process, maintaining competitive tension throughout

Full support ensured quick, clean Due Diligence and legal phase Full support and advice to management through intense due diligence, negotiation and legal processes

Rigorous process management minimised risk, saved management time, and delivered cash quickly

FirstCapital delivered an excellent outcome, and a solid platform to execute Index and Highland joined the Board as two of the best respected ecommerce VCs globally

Existing shareholders delighted with the deal

GlassesDirect: Shattering the Optical Industry’s Traditional Business Model

£3mn

Series A round

Index

Highland

Exclusive financial

advisers to GlassesDirect

July 2007


Smart421 Exit: Thinking Outside the Box to Achieve a Premium Valuation

“First Capital worked

with us to position

Smart421 as a key

strategic asset in the

marketplace. They

leveraged their trusted

and deep relationships

inside target acquirers

on a global basis. They

were totally committed,

ran the whole process

with the utmost

attention to detail and

delivered an excellent

result for the

shareholders,

management and the

company.”

Julian Harris, Chairman,

Smart421

Positioned from outset as a strategic asset IT Services company providing application integration and managed services to blue chips

High end positioning as the company owning the application – NOT just another IT Services company

Price range established reflected this strategic positioning

Built optimal target list of acquirers Focussed on who had the greatest pain / need

Network integrators and telcos becoming increasingly commoditised

Offshore players looking to go head to head with IBM, Accenture

NOT traditional IT Services groups

Search conducted on global basis and across various sectors : prospects heavily qualified

Ran focussed marketing process Teaser and IM reflected strategic positioning, price range to qualify out time-wasters

Detailed briefing and training of team to ensure they remained on message

Managed the bidding process to generate competitive tension

Tightly managed to closure Heads to cash was four weeks

Reflected detailed preparation and aggressive project management

Delivered an exceptional transaction Kingston paid cash of £24.2mn including £4mn on balance sheet

Premium pricing of P/S 1.8x and P/PBT 13.5x (trailing revenues £11.1mn, PBT £1.5 mn)

Employees held substantial options: the deal was life changing

Ran post acquisition as an autonomous unit, with no redundancies

£24.2mn


Exclusive financial

advisers to Smart421

September 2006

Private and Confidential © FirstCapital Corporation Ltd 2009

Reevoo Fundraising: A Platform for Future Growth

13

Positioned as B2B, with upside from B2C Reevoo provides a B2B service to online retailers to collect customer reviews and then display them on

site.

We positioned the business’s B2C presence as a major upside to provide a “trust filter” for second

generation price comparison with innovative advertising model– NOT just another website

Target list of investors reflected client needs Reevoo management and existing investors were clear in what they wanted from a fund-raising

Protect and increase valuation

Investor with vision and contacts in the web sector

Respected investor with sufficient financing capacity to follow their money

Investors targeted on European and US basis, and included corporates and traditional VCs

Ran tight marketing process Teaser and IM reflected strategic positioning

Detailed briefing and training of team to ensure they remained on message

Managed the bidding process to generate competitive tension: 3 offers generated

Dedicated support through legal process Aggressive management of the transaction through to close

Minimised risk, saved management time and delivered cash quickly

Delivered a platform for future growth New board member Eden Ventures’ Ben Tompkins previously worked on selling Kelkoo to Yahoo

Shareholders exceptionally pleased with valuation

Existing investors pleased with deal terms and board composition going forward

“First Capital: you and

your team did a great

job advising us.

We got the deal and

investor we wanted in

a very short time

frame. It was great to

have you as part of the

team”

Richard Anson, CEO,

Reevoo

$5mn

Series A round

Eden Ventures

Exclusive financial

advisers to Reevoo

December 2006

Thank You

First Capital Corporation Ltd is authorised and regulated by the Financial Services Authority

FirstCapital

Elsinore House

77 Fulham Palace Road

London W6 8JA

UK

Tel: +44 (0)20 8563 1563

www.firstcapital.co.uk

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