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CREDENTIALS
March, 2007
Table of Contents
UBL and its Investment Banking Group
Project & Structured Finance Syndications & Debt Capital Markets Equity & Advisory
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UBL-Worldwide Presence
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UBL-Financial Highlights
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Innovation Creativity Uniqueness Integrity Honesty ProductKnowledge MarketIntelligence TeamWork A multifaceted and collaborative approachto customized solutions
Client Satisfaction
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Mergers
Corporate Restructuring
DebtEquity
Syndicated Loans Project Finance QuasiEquity Products Private Equity Equity DeListings
Advisory
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Privatization Deals ; Highly leveraged Companies in cyclical industries; and, Start ups/ Growth Companies with substantial capital requirements
Products:
Highly structured, and syndicated, funding supported by well developed legal / financial frame works, aimed at optimizing allocation of risks involved.
Products:
Syndicated Loans Term Finance Facilities Listed Privately Placed Securitization Commercial Paper Bonds -Slide 10-
Products
Ordinary Shares, Preference Shares and other quasi equity instruments Customized advisory related products/services Private Equity
Organizational Chart
President
AVP/ Transactor
Manager/ Transactor
AVP/ Transactor
AVP/ Transactor
Manager/ Transactor
Transactor
Transactor
Manager/ Transactor
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2003
2004
2005
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Well established execution experience. Rich international and domestic investment banking product knowledge. Strong distribution capability
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UnitedBankLimited
The Pakistan Society of Investment Professionals
UnitedBankLimited
The Pakistan Society of Investment Professionals
UnitedBankLimited
The Pakistan Society of Investment Professionals
Awarded The Largest Investment Bank for three consecutive years (2003-2005) by Awarded The Largest Investment Bank for three consecutive years (2003-2005) by the CFA Association of Pakistan, based on the number and amount of transactions the CFA Association of Pakistan, based on the number and amount of transactions executed during the period by The Pakistan Society of Investment Professionals executed during the period by The Pakistan Society of Investment Professionals which is a member society of CFA Institute. (Formerly known as AIMR) which is a member society of CFA Institute. (Formerly known as AIMR)
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UnitedBankLimited
The Pakistan Society of Investment Professionals
UBL was the exclusive Buy-side Financial Advisor and Joint Lead Arranger for UBL was the exclusive Buy-side Financial Advisor and Joint Lead Arranger for acquisition finance to Arif Habib Group and Fatima Group. UBL-IBG structured the acquisition finance to Arif Habib Group and Fatima Group. UBL-IBG structured the Largest Leveraged Buy-Out (LBO) transaction in Pakistan of PKR 14,675 million for the Largest Leveraged Buy-Out (LBO) transaction in Pakistan of PKR 14,675 million for the acquisition of Pak Arab Fertilizers (Pvt.) Ltd. acquisition of Pak Arab Fertilizers (Pvt.) Ltd.
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Table of Contents
UBL and its Investment Banking Group
Project & Structured Finance Syndications & Debt Capital Markets Equity & Advisory
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Project Finance
Definition
A method of funding whereby a Company obtains separate financing for specific assets by giving creditors a claim on the revenues generated by those assets. The created entity's only asset is the Project.
Features
Assets have a high degree of specificity Clear source of cash flows with high degree of certainty Transparency of information Claimants dont want commingling with other assets and projects Often, guarantees of government or of partners/customers
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Structured Finance
A non-traditional lending method tailored to specific client needs. Usually cashflow based rather than asset reliant. Allows borrowing against the value of a specific asset, project or income stream rather than on the basis of the borrowers own credit rating.
In general a structured finance solution seeks to isolate the risk of the loan facility from the overall risks of the borrowers business.
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Financial Analysis
Development of elaborate financial models to ascertain the projects economic viability Level of detail allows approximation of expected realworld conditions Rigorous sensitivity analyses of major project variables viz. construction cost and period, financing parameters and technical and operating assumptions Scenario building to determine the impact of a specific set of technical, operating and financing parameters Model output in the form of projected financial statements, graphs and key financial ratios
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1 0,000
Debt coverage
4,000 PKR (mln) 3,500 3,000 2,500 2,000 1 ,500 1 ,000 500 2004 Interest Fees Debt Service Cover Ratio 2006 2008 201 0 201 2 Principal Repayment 201 4
2.0 x
1 x .5
1 x .0
0.5 x
0.0 x
Pre-completion
Post-completion
Design
Political
Construction
Commissioning
Conflict of Interest
Sponsor Default
Forced Abandonment
Delay
Cost Overruns
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Equity Investor
Equity Investor
Contractor
-Equipment Supplier -Design Consultant
Commercial Lenders
Agency Agreement
Supply Contracts
Operator* /O&M
O&M Contract
End product
Concession Agreement
Agent/Security Trustee
Ceding Authority*
Market/ Off-taker
* only as applicable
Assignments/Guarantees
Deal Team
Sponsors Project
Senior Level Support
Atif Bukhari, President Saeed Iqbal, Head IBG Hassan Raza, Head CBG
Team Leader
Fin. Modeling
Hamza Hasan Omar Dadi Qasim Ali
Structuring Due-Diligence
Umer Khan Hamza Hasan Umer Khan Hamza Hasan Omar Dadi Qasim Ali
Negotiation
Saeed Iqbal Umer Khan
Arrangement
Umer Khan Hamza Hasan Omar Dadi Qasim Ali
Documentation
Umer Khan Hamza Hasan Omar Dadi Qasim Ali
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Services Package
Advisory Services:
Financial Modeling and Analysis Due-diligence Risk Evaluation Assist in preparation of tariff petition and in negotiation with NEPRA/pertinent regulator Attainment of optimal project capital structure balancing the lenders and sponsors expectations Advice on appropriate hedging mechanisms Advice on pertinent regulatory issues Advice on the consents and other permissions required from the various regulatory bodies Transaction Structuring Advise and assist in developing the scope of work for independent sub-contractor(s) Assist in negotiation on key Project documents (viz the IA, PPA, FSA, O&MC, EPCC) with various stakeholders in coordination with the client
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UBL actively works with and enables other transaction stakeholders involved, especially lenders legal counsel and insurance advisors, to build on and improve the due-diligence regime applicable to transactions. This is specifically true for power projects and generally, for all non-recourse infrastructure project financings. UBL boasts of excellent contacts at various levels within the PPIB, NEPRA, OGRA, SBP and other government authorities/regulators which allows adherence to transaction timelines.
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Majority of the construction work has been done and the Project is nearing its Commercial Operations Date.
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The Project stands physically completed and successfully commissioned inclusive of a cable extension to Oman.
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Table of Contents
UBL and its Investment Banking Group
Project & Structured Finance Syndications & Debt Capital Markets Equity & Advisory
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Loan Syndication
Raising term financing from financial institutions Can be used to raise large financing amount Results in the use of bank lines by the corporation Plain vanilla product Advantage of bilateral-type operation as primary interface is with the Agent Bank only. IBG acts as an Advisor, Arranger and/or Trustee of the loan facility
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What is a TFC?
Redeemable capital issued under section 120 of the Companies Ordinance, 1984 Capital market alternative to traditional bank debt Replicates the cash flows of a coupon-bearing bond First TFC in Pakistan issued by Packages Limited in 1995 Two types of TFCs are:
Listed TFCs Privately-Placed TFCs
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Listed TFC
Listed TFCs are made available to the general public in addition to institutional investors through listing on the stock exchange Facilitate trading in the secondary market Offered through both Private Placement (Pre-IPO) and Initial Public Offer (IPO) Listing creates liquidity through bid and offer quotes in the secondary market Increasingly growing with 14 companies offering TFCs worth PKR 16.8 billion at the Karachi Stock Exchange alone in 2005. This trend also continued in the year 2006 and UBL IBG had significant market share of listed TFC issues in 2006
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PUBLIC PLACEMENT Preparation of Prospectus Appointment of Underwriters Underwriter Agreements EXECUTION Approval from SE & SECP
Trust Deed
Finalization of Legal Agreements Public Subscription Private Placement Publication of Offering Document Listing on Stock Exchange Banker to the Issue Transfer of money to the issuer
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All the concerned authorities will operate after coordinating with the Financial Advisor
Registrar
Balloter
CDC
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Securitization
Securitization designed to improve the risk profile of the facility for the Issuer IBG acts as Structuring Agent and Arranger Asset Backed Securitization (ABS)
Bonds or notes backed by financial assets Pools of financial assets are sold to SPV SPV converts these pools to marketable securities in the form of Asset Backed Securities
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Collection Account
Collection from securitized loans
Reserve Account
(Available for shortfall in collections in any Collection Period)
Company
Sale of Purchased Receivables
Funds TFCs
TFCs
Commercial Paper
An unsecured promissory note with a maturity period ranging from thirty days to one year A money market instrument which can be issued by rated companies to diversify their short term sources of financing Transferable by endorsement and delivery Commercial Paper is issued at a discount calculated on the basis of the mark-up which is determined by the Issuer The Issuer to maintain a minimum current ratio of 1:1 and to maintain a minimum Debt/Equity ratio of 60:40
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Table of Contents
UBL and its Investment Banking Group
Project & Structured Finance Syndications & Debt Capital Markets Equity & Advisory
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Advisory
Mergers & Acquisitions Advisory Privatization Advisory/Transition Management Advisory Restructuring Advisory
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Equity Listing
Listing can be through offer for sale by existing sponsors or through issue of new shares In offer for sale, proceeds go to sponsors In issue of new shares, cash flows accrue to the Company Listing can be of Ordinary Shares or Preference Shares
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Private Equity
UBL is the only commercial bank in Pakistan actively providing private equity financing to start-up companies In a short period of 2 years, UBL has completed seven private equity/start-up transactions Current portfolio comprises companies in the information technology, alternate energy and entertainment sector
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Shallowmarket Businessdominated bygovernmentand familyventures Limitedknowledgeof privateequity financingoption Unwillingnesstowards dilutionin shareholding Unclearregulatory regime
Entrepreneurswithnewandinnovativebusiness Entrepreneurswithnewandinnovativebusiness conceptsfordealentry conceptsfordealentry Significantpotentialforinvestinginvariousindustries Significantpotentialforinvestinginvariousindustries likeIT,power(includingalternateenergy)&othernon likeIT,power(includingalternateenergy)&othernon conventionalsectors conventionalsectors Possibilitiesofexitvialocal/crossborderM&A, Possibilitiesofexitvialocal/crossborderM&A, local/foreignlisting local/foreignlisting
Tocapturevalue,keychallengesandrisksneedtobe addressed Lack of transparency Limited awareness amongst entrepreneurs of private equity financing Lack of pool of coinvestors Legal barriers Lack of HR
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Filter2 Duediligence
BusinessPlan Financialmodelofthe company ESOPetc Financialaccounts Auditprocedures Technicalviability andexpertiseofthe project Legalandtaxdue diligence HRteam
Filter3 Valuation
Acceptablepremoney valuation Percentage shareholding EquityIRR
Filter4 Documentation
Acceptable shareholder agreement Adequateboard representation Favorable Employment Agreementwithkey staff Technical/Service Agreement
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Privatization Advisory
Can be buy side or sell side advisor In privatization transactions UBL prefers to be on buy side advisory As buy side advisory leads into ancillary business Ancillary mandates may include arrangement of debt financing, arrangement of equity financing and mandate for listing in case company being privatized is not listed
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Restructuring Advisory
Focus is on creating Value for the Company Target companies include
Corporations under financial distress Healthy companies seeking optimal capital structure
Identification of key value drivers Determination of optimal capital structure Recommendation may include
Merger of 2 or more companies Various options for raising finance Spin-off / divestiture of a division or group company
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Table of Contents
UBL and its Investment Banking Group
Syndications & Debt Capital Markets Project & Structured Finance Equity & Advisory
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Deal Credentials
ProjectFinanceFacility
PKR5,400mln JointLeadArranger
ExclusiveFinancialAdvisor
Ongoing SapphireEnergyLimited
Ongoing SaifPowerLimited
Ongoing KarachiElectricSupplyCorp
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Ongoing NationalHighwayAuthority
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InitialPublicOffering
SyndicatedTermFinance Facility
JointLeadAdvisor& Arranger
October2006 JDWSugarMillsLimited
SyndicatedTermFinance Facility
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PrivatelyPlaceTermFinance Certificates
PKR500mln SoleAdvisor&Arranger
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SyndicatedLongtermLoan
AcquisitionofPakArab FertilizersLimited
July2005 NetSolTechnologies
June2005 ChenabLimited
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PakistansFirstListedFloating RatePreferredShareIssue
PKR720mln LeadManager
Amount:N/A PrivateEquity
PKR14,675mln BuySideAdvisor
PKR600mln FinancialAdvisor&Arranger
June2005 PakTelecomMobileLimited
SyndicatedTermFinance Facility
SyndicatedDebt
PKR6,000mln JointLeadManager
PKR4,800mln JointLeadArranger
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February2005 PrimeBankLimited
February2005 AskariBankLimited
SyndicateTermFinanceFacility
PKR110mln JointAdvisor,Arranger&Agent
PKR800mln JointAdvisor&Arranger
PKR1,500mln JointAdvisor&Arranger
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SyndicateTermFinanceFacility
PKR400mln JointAdvisor,Arranger&Agent
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SyndicatedTermFinance Facility
SaleofPPTAShares
PreferredSharesIssue
PKR6,000mln JointLeadManager
PKR3,975mln FinancialAdvisor
PKR800mln Advisor&Arranger
July 2004
FinancingviaPrivatelyPlaced TermFinanceCertificates
TermFinanceFacility
Arranger,Advisor&Syndicate Agent
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SyndicatedFinancing
AdvisingonMBO
PrivatelyPlacedTerm FinanceCertificates
SyndicatedTermFinance Facility
PKR20,500mln JointAdvisor&Arranger
PKR1,000mln Arranger&Advisor
PKR300mln Advisor&Arranger
PKR4,000mln JointAdvisor&Arranger
March2004 PaktelLimited
PrivatelyPlacedTermFinance Certificates
CellularLicenseAuction
PKR958mln JointAdvisor&Arranger
FinancialAdvisor&Lead Arranger
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PreIPO/InitialPublicOffering
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Fundedandnonfunded facilitiesforGSMProject
SyndicatedTermFinance Facility
PKR1,050mln JointArranger&Advisor
November2003 DewanSalmanFibresLimited
SyndicatedLoanFacility
CommercialPaper
PKR1,000mln JointAdvisor&Arranger
PKR435mln JointAdvisor&Arranger
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Table of Contents
UBL and its Investment Banking Group
Syndications & Debt Capital Markets Project & Structured Finance Equity & Advisory
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Key Personnel
Key Personnel
Saeed Iqbal (Executive Vice President, Group Head Investment Banking), has extensive Investment Banking experience especially with respect to Project & Structured Finance. Prior to joining UBL, he was the Head of Structured Finance at ANZ Investment Bank, Pakistan where he was responsible for originating, structuring and executing projects in the energy, telecom, oil & gas, infrastructure and ports sectors, amongst others. At UBL Saeed has led the advisory/arranging teams for a number of significant transactions in the power, energy, telecom, chemicals and water sectors, including the teams mandated to arrange funds for Pakistans first co-generation (power & desalination) unit on a fully non-recourse basis and the countrys first undersea fiber optic cable link and first commercial water treatment facility in Karachi. Saeed holds a B.Sc. (Econ) Honours degree from the London School of Economics and an MA in Development Economics from the University of Sussex. Rizwan Chapra, CFA (Senior Vice President, Head Syndications & Debt Capital Markets), an MBA Graduate from IBA with a silver medal has more than eight years experience in Corporate and Investment Banking. Rizwan joined UBL in November 2004 and since then has executed important Debt Capital Markets and Syndicated transactions. Prior to joining UBL, Rizwan worked with Pakistan Kuwait Investment Company in Corporate Finance as Vice President and Team Leader. Rizwan was handling portfolio that comprised of more than 20 relationships of Pak Kuwait and worked on various Investment Banking Initiatives. He has served three years (2002 to 2005) as a General Secretary and Board Member of CFA Association of Pakistan, a member society of CFA Institute.
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Key Contacts
SaeedIqbal EVP&GroupHead InvestmentBank Dir.:(9221)2410043 Gen.:(9221)111UBL111ext.2203 Fax::(9221)2412410 email:saeed.iqbal@ubl.com.pk Dir.:(9221)2415107 Gen.:(9221)111UBL111ext.2462 Fax:(9221)2412410 email:rizwan.chapra@ubl.com.pk Dir.:(9221)90332450 Gen.:(9221)111UBL111ext.2450 Fax:(9221)2412410 email:amir.shehzad@ubl.com.pk Dir.:(9221)2411846 Gen:(9221)111UBL111ext.2174 Fax:(9221)2412410 email:umer.khan@ubl.com.pk
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RizwanHameed Chapra,CFA SeniorVicePresident Syndications&DebtCapitalMarkets InvestmentBank AmirShehzad SeniorVicePresident Equity&Advisory InvestmentBank UmerKhan VicePresident Project&StructuredFinance InvestmentBank