Ingenious

Private Equity Demystified

By William Du

WIM @ Bistro 42 . 20 April 2012

Ingenious Discussion Topics

Part 1: About Private Equity Part 2: Raising Capital Part 3: Ingenious Haus Group

Q&A

Advisory . Private Equity . Investor Relations

Ingenious

About Private Equity

Investment Banking Services

WIM @ Bistro 42 . 20 April 2012

Ingenious Entrepreneurs Dilemma

The Stages of Growth of a Entrepreneurs venture
$
Bright Idea Experimental Research IP Issue Business Plan Proof of Concept Support Functions Operations & Admin Finance Marketing Revenue Growth

Pre-IPO

Legal Entity

Expansion

Founders Mgt Team Commercialization Growth Strategy Revenue Model

Start-Up

Concept

Seed

Corporate Strategy Brand Management Market Penetration Complex Corporate Structure

Time
Funding Needed in all stages

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Ingenious Common Objectives of Fund Raising

Grow market share quickly. Market expansion into new markets. Product development to provide more products for customers.

Acquisition of assets / business.

Economies of scale. Increase shareholders value. Exit.

Advisory . Private Equity . Investor Relations

Ingenious What is Private Equity?

Private equity financing is long term capital investment that helps companies to grow and succeed. In ordinary share and / or preference share. Return on investment depends on the growth and profitability of the business. Realization of profit on exit.

Advisory . Private Equity . Investor Relations

Ingenious Sources of Fund

Capital requirement
IPO/ Capital Market Corporate investors/ Large VC funds Venture Capital Fund Mezzanine funds Business Angels FFF
Seed Start-up Development Growth/ Expansion. M&A/Restructuring
7 Advisory . Private Equity . Investor Relations

Bank loans

Ingenious Key Features

Control Private equity managers generally provide capital, in the form of equity, debt or a combination of both, usually in exchange for a sizeable stake in a business. Private equity managers will be actively involved in managing the business together with the management team to accelerate growth. Private equity managers also invest their expertise, i.e. in management, finance, marketing, strategic direction, business and personal networks. By exercising some control through board representation, security holder and management agreements, private equity seek to protect and grow their investment. This alignment of interests and the ability to add value to the business often means that private equity fund may generate higher returns than those available from traditional hands-off investment in listed shares.

Expertise

Alignment of Interest Performance

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Ingenious

Raising Capital

Investment Banking Services

WIM @ Bistro 42 . 20 April 2012

Ingenious Your Story & Business Model

Consolidator

Competitive advantage

Economies of Scale

Market Share
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Ingenious Criteria for PE Investment

Price / Valuation. Profitable and cash flow positive. Strong track record of management team. High potential for growth and earnings. Strong brand name. Compelling product / service.

Industry & market conditions.

Distribution channel and network.

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Ingenious Investment Process

Review Business Plan
Initial Enquiries & Negotiation
Management team, business model, unique selling point, marketing & financials.

Fact finding, interview, understanding, valuation, proposed investment structure.

Due Diligence
Term Sheet Negotiation Monitoring Exit
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People, operational, legal, financials, patent & copyright (if any), supplier & customers.

Fair value, investment structure, pricing mechanism, corporate governance, termination clause.

Reporting system, board participation, milestones development, corporate strategy.

IPO, trade sale, management buyout, recapitalisation, write off.

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Ingenious Investor Relations

Role of Investors active or passive? Board of Directors & management team. Corporate governance & disclosure requirement.

Shareholders agreement.
Minority shareholders' protection and rights.

Advisory . Private Equity . Investor Relations

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Ingenious Private Equitys Contribution

Financial advice and contacts Sounding board for ideas Strategic advice Challenging status quo No interference Focus and support Help with exit Networking opportunities

10

15

20

25

Source: CMBOR/EVCA
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Ingenious

About IngeniousHaus

Investment Banking Services

Corporate Profile . April 2012

Ingenious We assist entrepreneurs to secure capital required efficiently & wisely with our expertise.
Established in 2004, Ingenious Haus is a registered venture capital management corporation under the authority of Securities Commission of Malaysia.

We develop simple, creative, reliable, effective ways for you to build your business.
We work with entrepreneurs to develop strategic plans & business models. We provide independent views and constructive advice to create value.

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Ingenious We work with rainmakers, market makers & kingmakers to accelerate growth.
We partner with strategic investors, corporate & financial institutions to empower entrepreneurs with smart capital in building their business.

We focus in value creation & return on investment for our stakeholders.

We provide long term wealth creation, accumulation & maximisation strategy for our investors. We create stakeholders value with well defined investment & exit strategy.

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Ingenious Scope of Services

Deal Structuring
Funding Requirement Going Public IPO / RTO Mergers & Acquisitions Restructuring & Turnaround

Corporate Communications Investment Road Shows Public Relations Corporate Governance

Investor Relations

Fund Raising

Equity / Debt Capital Market Financial Institutions Private Equity / Venture Capital Family Offices High Net Worth Individuals

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Ingenious Fund Under Management

Ingenious Growth Berhad December 2009 Portfolio: Ingenious Billion Berhad February 2012 Portfolio: Asia Media Growth Berhad June 2012 Portfolio:

Media & Advertising Social Media Publishing Content etc V Telecoms Berhad ACE Credit (M) Sdn Bhd

RM50 million

RM25 million

RM25 million

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Ingenious

Contact us if you

value intellectual, appreciate talent

respect equality & partnership.

William Du +6012 777 2388 william@ingenioushaus.com No. 3.02D, East Wing, Menara BRDB, 285, Jalan Maarof, 59000 Kuala Lumpur, MALAYSIA www.ingenioushaus.com

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Ingenious The Star

(22 August 2009)

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Ingenious Go for Broke: Tales of Technopreneurship

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Ingenious Business Today

(May 2009)

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Ingenious Vasseti (UK) PLC

Vasseti (UK) PLC IPO on the Frankfurt Stock Exchange (10 Oct 2011)

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Ingenious Ingenious Growth Berhad

Launching of Ingenious Growth Berhad (12 Dec 2009)

At the Sunway Hotel & Spa Business Meeting Room

Welcome remarks by William Du, CEO of Ingenious Haus Group.

En. Zulizman Abidin, Dr. James Chan, William Du & Datuk Oh Chong Peng

Signing of shareholder agreement between Ingenious & V Telecoms.

Exchange of agreement.

Press Conference.

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Ingenious Partnership & Industry Participation

Recognition award at Malaysia Venture Capital & Private Equity (MVCA) for fund raising activities March 2011 & March 2008.

Presentation of Islamic VC & PE Conference.

MoU signing with Stephen Chia, President of Technopreneur Association of Malaysia.

MoU signing with Nazrin Hassan, CEO of Cradle Investment Program.

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