Leading a New Genera,on in Global Merchant Banking Investor Presenta,on Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 1
DISCLAIMER The informa,on contained in this presenta,on is for informa,on only. It does not represent all informa,on related to the issues discussed or presented herein, or all views of Emergis Global Holdings SCA (“the Company”, “Emergis” or “Emergis SCA”). While the informa,on has been researched by the Company, any and all views expressed herein are solely those of the Company. We advise you that some of the available informa,on has been independently veriﬁed and may be based on statements by third persons. No representa,ons or warran,es, expressed or implied, are made as to, and no reliance may be placed on, the fairness, accuracy, completeness or correctness of this informa,on or the views expressed herein. Certain statements may be statements of future expecta,ons and other forward-‐looking statements and assump,ons and involve known and unknown risks and uncertain,es that may cause actual results, performance or events to diﬀer materially from those expressed or implied in such statements. Emergis and Emergis Global Holdings GP S.à.r.l. (“Emergis GP“) assume no liability (in negligence, tort, contract or otherwise) for any loss or unrealized proﬁts arising from any use of this presenta,on or the statements contained herein. Any responsibility for statements of future expecta,ons or other forward-‐looking statements, or the fairness, accuracy, veracity or completeness of statements contained herein are disclaimed. This presenta,on does not cons,tute an oﬀer or invita,on to purchase or subscribe to any investment in Emergis and neither this presenta,on nor any part of it may form the basis of or be relied upon in connec,on with the entering into any commitment or contract in any respect. It is solely intended to communicate informa,on regarding the Company, its business, vision and the backgrounds and experience of it team members. You may not base an investment decisions on this presenta,on. We recommend that any such decisions be based on your own judgements, personal opinions, research and consulta,ons with trusted, experienced advisors. We encourage you to consult your lawyer, accountant and/or business advisor as to the legal, business, and tax and related maVers rela,ng to any investment decision. Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 2
The Oﬀering referred to herein is only available to Qualiﬁed Investors by means of a Private Placement Memorandum dated March 2015. Read the Memorandum carefully before you invest or send money. US – Accredited Investor The securi,es are oﬀered are oﬀered pursuant to an exemp,on from registra,on pursuant to Sec,on 4 of the Securi,es Act and Rule 506(c) of Regula,on D thereunder solely to accredited investors as deﬁned in Rule 502 thereof. The securi,es have not been approved or disapproved by the Securi,es and Exchange Commission or any other state securi,es commission. Any representa,on to the contrary is a criminal oﬀense. If you are a United Kingdom investor the investment ac,vity described in the Private Placement Memorandum is available only to persons who have professional experience in maVers rela,ng to investments, who are investment professionals as deﬁned in Ar,cle 19 of the Financial Services and UK – Relevant Markets Act 2000 (Financial Promo,on) Order 2005 (the FPO), high net worth companies, high net worth unincorporated associa,ons or partnerships or trustees of high value trusts, all as deﬁned in Ar,cle 49(3) Person of the FPO, and investment personnel of any of the foregoing (each a Relevant Person). This document should not be accessed by any United Kingdom investor who is not a Relevant Person. If you are a United Kingdom investor you will represent and warrant that you are a Relevant Person. The Conver,ble Preferred Shares have not been and will not be publicly oﬀered in Switzerland in any way Switzerland – that could cons,tute a public oﬀering within the meaning of Ar,cles 652a or 1156 of the Swiss Code of Obliga,ons, and have not been and will not be oﬀered in or from Switzerland to any person who is not a Qualiﬁed or qualiﬁed or a professional investor. Neither this document nor any other oﬀering or marke,ng materials Professional rela,ng to the Conver,ble Preferred Shares may be made publicly available in Switzerland, or may be Investors made otherwise available in or from Switzerland to persons who are not qualiﬁed or professional investors in accordance with applicable ﬁnancial laws and regula,ons. The Conver,ble Preferred Shares have not been and will not be publicly oﬀered in Luxembourg in any way Luxembourg – that could cons,tute a public oﬀering within the meaning of the Luxembourg law, and have not been and will not be oﬀered in or from Luxembourg to any person who is not a professional investor. Neither this Professional document nor any other oﬀering or marke,ng materials rela,ng to the Conver,ble Preferred Shares may Investor be made publicly available in Luxembourg, or may be made otherwise available in or from Luxembourg to persons who are not professional investors in accordance with applicable ﬁnancial laws and regula,ons. Further informaPon available in the SubscripPon DocumentaPon (RegistraPon is Required) Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 3
The Vision and The Opportunity-‐ Leading the Pack The Vision The Vision The Opportunity Emergis leads a new genera,on in interna,onal merchant banking, posi,oning itself as a 'game changer' in the cross-‐border debt and equity investment process, bridging the gap between investors and investment opportuni,es, resul,ng from the disintermediaPon of tradi,onal suppliers of capital. Emergis targets large and medium sized SMEs in Europe and North America, maintaining a strong in-‐country presence to ensure the availability of quality deal pipeline, a proac,ve development of a distribu,on network of global investors and an emphasis on technological innova,on as a value creator in the investment process. §  DisintermediaPon of banks and other tradi,onal providers of capital §  Bank Lending to SME’s severely constrained in the s,ll dominant ‘debt culture’ of Europe §  Need for debt and equity capital by SMEs in North America and Europe §  Maintaining the health of underlying business is cri,cal to achieving beVer than average returns on investment §  Bridging the Gap-‐ Facilita,ng the ﬂow of cross-‐border private sector capital between investors and users Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 4
Investment Opportunity & Use of Proceeds §  To further develop its business, Emergis is seeking to raise $25m through an interna,onal private placement of Conver,ble Preferred Shares. §  The Conver,ble Preference Shares have a 8% cumula,ve annual coupon and are conver,ble amer 3 years into Ordinary Shares. §  Key Terms and Condi,ons of the Oﬀering are set out at the end of this Presenta,on. The Oﬀering Represents An A[racPve Investment for Medium to Long-‐
Term PerspecPve Investors Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 5
The EssenPal Elements in Game Changing To Achieve Be[er Than Average Returns, You Have to Change the Game-‐ Leveraging on MulPple Skill Sets from IdenPﬁcaPon of Opportunity Through to Exit Strategy Business TransformaPon: both remedial and strategic redirec,on of enterprises as a core aspect of value enhancement. Investment Banking: M&A Advisory, private placements in debt and equity in interna,onal capital markets. Asset Management: Managing Special Opportunity and Alterna,ve Asset investment opportuni,es for global ins,tu,onal investors in debt and equity investments with focus on SMEs in Europe and North America. Strategic Advisory & Thought Leadership : providing high level consul,ng services to large SMEs in Europe and North America. Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 6
Game Changing ….and DiﬀerenPaPng §  Leveraging Skill Sets § 
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Combina,on of four key services in a single ﬁrm, leveraging oﬀ each other Deep Experience in Mul,na,onal Business Transforma,on & Cross-‐Border Inves,ng §  Technology § 
Emergis Capital Exchange: Connec,ng Investors across mul,ple jurisdic,ons and geographies §  Geographic Reach § 
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Global Investor Distribu,on Networks Local knowledge and presence Already ac,vely genera,ng deal pipeline Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 7
CompePPve Landscape Emergis Investment Banks Private Equity Firms Turnaround Firms Accountancy Firms Mgmt ConsulPng Firms Asset Management ü ü ü û û û Private Equity ü ü ü û û û Investment Banking ü ü û û û û TransformaPon Management ü û û ü û ü Financial Restructuring ü ü ü û ü û Poraolio Restructuring ü ü ü û û û Thought Leadership & Strategy ü û û û û ü Copyright © 2015 Emergis Global Holdings GP S.à.r.l. Emergis Leverages Its Four Core Service Oﬀerings and Deep Sector Experience to Fill the Gap for Integrated SoluPons that ExisPng ParPcipants Are Unable or Unwilling to Provide 8
DiﬀerenPators – Leading a New GeneraPon in Global Merchant Banking §  Dynamic, agile and ﬂexible organiza,on, with the ability to start without OrganizaPonal Flexibility & Alignment Leverageable Service Oﬀerings legacy issues §  Compe,,ve pricing advantages compared to bulge bracket and most bou,que ﬁrms §  Compensa,on structure incen,vizes long term value and team success whilst maintaining strong internal controls across the four businesses §  Independent assessment and prac,cal solu,ons tailored to clients’ needs §  Business transforma,on implementa,on backed by access to capital – ability to ‘ﬁx’ and ‘bank’ §  Local deal origina,on rela,onships with oﬃces to be established in key markets during the ﬁrst three years supported by Centers of Excellence in London and Boston §  Senior management team with demonstrable track records, including High Caliber, InternaPonal Teams Board level experience §  Diverse and deep industry exper,se and global, regional and local market intelligence §  Strong Technology Focus in Business Transforma,on & Value Crea,on Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 9
Emergis Capital Exchange (ECE)-‐ A Catalyst in Changing the Game Emergis’ web-‐based Emergis Capital Exchange will facilitate the “bridging of the liquidity gap”-‐ crea,ng an eﬃcient investment process and quality deal pipeline in SME debt and equity opportuni,es in Europe and North America to a broad global network of ins,tu,onal investors. ECE Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 10
Wide Sector Focus – Deep Sector Experience § Technology -‐ Ver,cal § Technology-‐ Horizontal, as it impacts value crea,on across Sector ExperPse a variety of sectors § Telecommunica,ons and Media § Healthcare & Life Sciences § Financial Services & FinTech § Aerospace and Defence (Downstream Suppliers) § Automo,ve (Downstream Suppliers) § Manufacturing & Industrials § Consumer and Luxury Goods § Energy & Alterna,ve Energy § Natural Resources Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 11
The Team – Bios at www.emergiscapital.com Excep,onal Cadre of Experienced Professionals in Key Loca,ons Across Europe and North America, ini,ally London, Boston and New York The Board (7 Members) William B. Flynn Christopher R. Page N. Lynn Hiestand Michel Thill 3 Addi,onal Directors
ExecuPve Leaders To Be Announced* To Be Announced** To Be Announced* To Be Announced* Hussein Fawaz Rosanne F. OV Daniel J. Consigli Alexis E. Tobin Jaime Aparicio To Be Announced** To Be Announced** To Be Announced** Ma,as Torellas Founder, Chairman and CEO Senior Managing Director Independent Director Independent Director To Be Announced Senior Managing Director, Investment Banking Senior Managing Director, Business Transforma,on Managing Director,Strategic Advisory &Thought Leadership Senior Managing Director-‐ Asset Management Senior Managing Director-‐ Technology Senior Managing Director-‐ Healthcare & Life Sciences Chief Opera,ng Oﬃcer Group Financial Controller Managing Director-‐ Strategy and Business Development Managing Director – European Media Managing Director – Alterna,ve Energy Head of Country (Italy) Head of Region (Iberia) * Emergis is in ﬁnal selec,on process. ** Cannot be disclosed due to exis,ng employment contractual provisions. Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 12
Projected Financials Revenues derived from four business lines §  Investment Banking (US$m) §  Business Transforma,on Year 1 Year 2 Year 3 Year 4 Year 5 31.3 72.6 122.7 144.1 171 (93.0) (107.6) §  Asset Management Total Revenue §  Strategic Advisory & Thought Leadership Total Costs (52.5) (79.4) (87.8) Proﬁt Before Taxa,on (19.4) (6.8) 34.9 43.8 55.5 Proﬁt afer Tax (19.4) (6.8) 33.1 33.6 41.3 OperaPng Cash Flow (2.2) 10.9 43.3 49.3 65.1 Minimum monthly Cash Balance 11.3 16.4 30.4 50m+ 50m+ Investment Banking and Business Transforma,on will be the key sources of revenue in the ﬁrst two years allowing Asset Management to build out over years two onwards. Costs §  Lean corporate structure and strong focus on cost control §  Compe,,ve compensa,on rates to aVract top talent, but with an incen,ve structure focused on long term value §  Costs scalable with revenue growth The above projec,ons are based on a full $25m funding. Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 13
Capital Structure §  General Partner § 
Emergis Global Holdings GP S.à.r.l. (Emergis GP), a Luxembourg limited liability company owned by the Founder and the Co-‐Founders, is the General Partner to Emergis Global Holdings SCA. Emergis GP will have a 50.1% economic interest in Emergis SCA. §  Holding Company § 
Emergis Global Holdings SCA (Emergis SCA), a Luxembourg corporate partnership, is the holding company to Emergis’ opera,ng companies (the Emergis Group). §  Private Placement Oﬀering § 
The Shares subject of the current private placement Oﬀering by Emergis SCA will, on full issue, have a 30% economic interest in Emergis SCA. §  Management IncenPve Shares § 
Non-‐Vo,ng Management Incen,ve Shares will be issued by Emergis SCA into Trust and will have a 19.9% economic interest in Emergis SCA. Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 14
Key Terms & CondiPons of the Oﬀering The Oﬀering Emergis SCA is seeking to raise $25 million by way of a private placement of in aggregate 12,500,000 Series A and Series B Vo,ng Conver,ble Preferred Shares in Emergis SCA at a price of US $2 per share. This Oﬀering is available to Qualiﬁed Investors in the US, UK, Luxembourg and Switzerland Series A and Series B Series A Vo,ng Conver,ble Preferred Shares – Min individual Investment of US $ 0.2 m. Series B Vo,ng Conver,ble Preferred Shares – Min Individual investment of US $ 3 m. Coupon 8% ﬁxed p.a., cumula,ve. Conversion Conversion into Ordinary Shares Class A & Class B on or amer 1 April 2018. Mandatory conversion on 31 March 2020. Transfer RestricPons No restric,ons. AnP-‐diluPon An an,-‐dilu,on formula applies. Tag-‐along and Drag-‐ along rights Tag-‐along and Drag-‐along rights apply. Series B Investment Rights Holders of Series B Conver,ble Preferred Shares will have the opportunity to invest in debt and/or equity placements mandated and managed by Emergis, subject to terms and condi,ons to be agreed. Minimum SubscripPon The Oﬀering can be closed with a minimum subscrip,on of US$ 12 m. Closing Closing expected on or about 28 May 2015. There will be no public market for the ConverPble Preferred Shares in Emergis SCA to be issued pursuant to this Oﬀering, and Emergis does not expect a public market to develop in the near future. Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 15
Contact InformaPon Emergis Global Holdings (USA) LLC One InternaPonal Place Suite 1400 Boston, Massachuse[s 02110 USA Telephone: +1 617-‐ 535-‐7569 Emergis Global Holdings (UK) Limited The Leadenhall Building – Level 30 122 Leadenhall Street London EC3V 4AB United Kingdom Telephone: +44 (0) 203 753 5381 Contact: [email protected] www.emergiscapital.com Copyright © 2015 Emergis Global Holdings GP S.à.r.l. 16