Strictly Private & Confidential AM2 (Bermuda) Limited The 3C Pre-IPO Investment Fund
AM2 Disclaimer These Presentation Materials are being furnished to you solely as part of a roadshow presentation in order to indicate, on a preliminary basis, the feasibility of a possible transaction. These Presentation Materials are incomplete without reference to, and should be viewed solely in conjunction with the oral briefing which accompanies them. These materials do not constitute an offer to sell or a solicitation of an offer to subscribe for or purchase any interest in any company and may not be relied upon by you in evaluating the merits of investing in AM2 (Bermuda) Limited (the “Company” or the “Fund”). An offer to invest in the Fund will only be made by means of a confidential offering memorandum (the “Confidential Information Memorandum”) to be furnished to prospective investors, which will contain a description of the material terms (including risk factors, conflicts of interests, fees and changes in tax aspects) relating to such an investment. This document is not intended to, nor will it, form the basis of any agreement in respect of any contract relating to, or investment in, the Company. Each recipient of these Presentation Materials will be required to acknowledge in any subsequent agreement that it has not relied on, or been induced to enter into, such agreement by any representation or warranty, save as expressly set out in such agreement. Recipients of these Presentation Materials who intend to apply to subscribe for shares of the Company shall do so only on the basis of the Confidential Offering Memorandum and any such application may only be made on the basis of the information contained in such document which may be different from the information contained in these Presentation Materials. The description of the Company contained herein and any other materials provided to you in connection with the Company are intended only for information purposes. The information is not intended to provide, and should not be relied upon for, accounting, legal or tax advice or investment recommendations. You should consult your own tax, legal, accounting or other advisers about the issues discussed herein and the possible consequences for an investment in the fund and the risks involved. The descriptions contained herein are a summary of certain proposed terms and are not intended to be complete. Material terms are subject to change prior to the consummation of the transaction. Furthermore, the issue of these Presentation Materials shall not be taken as any form of commitment on the part of any of the parties mentioned herein to proceed with any of the matters relating to the Company described herein. Any potential investor will be provided with a Confidential Information Memorandum and an opportunity to review the documentation relating to the investment. Prospective investors should review the Confidential Information Memorandum, including the risk factors, before making a decision to invest. In addition, prospective investors should rely only on the Confidential Information Memorandum in making a decision to invest. The Company will constitute an unregulated collective investment scheme, the promotion of which in the United Kingdom is prohibited by section 238 of the Financial Services and Markets Act 2000 (“FSMA”). Accordingly the Company cannot be marketed to the public in the United Kingdom and the only categories of person in the United Kingdom to which these materials may lawfully be distributed are investment professionals, high net worth investors or other persons falling within the exemptions set out in the FSMA (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the “Order”). By reviewing these Presentation Materials each recipient is deemed to represent that it is a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which he is located. Persons not falling within the above categories will not be permitted to acquire interests in the Company and such persons should not rely upon the contents of these materials. Transmission of these materials in the United Kingdom to any person not falling within an exemption contained in the Order is unauthorised and may contravene the FSMA. These materials are confidential and intended solely for the information of the person to whom they have been delivered. Recipients may not reproduce these materials for or transmit them to third parties. These materials are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Recipients who do not wish to pursue this matter are asked to return these Presentation Materials to the Company. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of the information contained herein, and nothing shall be relied upon as a promise or representation as to the performance of the Company. 2
AM2 Fund Thesis The Pre-I PO I nvestm ent The I nvestm ent Adviser & Sum m ary of Service Providers & Fund Thesis & Executive Sum m ary Portfolio Developm ent Opportunity I nvestm ent Process Term s � 3C has established the pre-eminent pre-IPO investment platform by integrating time and cycle tested corporate finance skills and practices with experienced fund management skills AM2 benefits from the depth of relationships formed by 3C from years of pre-IPO � invest ing and corporate finance structuring � We believe that investor transparency is an extremely important element of successful investment management and our group is well versed in client reporting, operations and investor communication 3
AM2 Executive Summary The Pre-I PO I nvestm ent The I nvestm ent Adviser & Sum m ary of Service Providers & Fund Thesis & Executive Sum m ary Portfolio Developm ent Opportunity I nvestm ent Process Term s � AM2 (Bermuda) Limited is an exempted, open ended mutual fund company incorporated with limited liability � The Fund holds investments in a diversified portfolio of pre-IPO equity & equity linked instruments � The Fund is targeting a gross IRR of 40% on each pre-IPO transaction � AM2 is a GBP denominated fund but can offer hedged share classes in US D & EUR � The Fund will aim to close to new investors at US $50 million (£30 million) 4
AM2 What are Pre-IPO Investments? The Pre-I PO I nvestm ent The I nvestm ent Adviser & Sum m ary of Service Providers & Fund Thesis & Executive Sum m ary Portfolio Developm ent Opportunity I nvestm ent Process Term s � Pre-IPO capital finances a company through a significant period of growth or expansion ahead of an expected public offering Pre-IPO investments are often in straight equity but may also include other types of � instruments such as convertible notes, preference shares, warrants, PIK’ s and the like AM2’S TIME HORIZON ON INVESTMENTS 12 – 18 MONTHS EARLY PRIVATE SECONDARY EARLY PRIVATE SECONDARY PRE-IPO PRE-IPO INCORPORATION EQUITY IPO CAPITAL MARKET CAP INCORPORATION EQUITY IPO CAPITAL MARKET CAP FINANCING FINANCING FINANCING RAISING FINANCING RAISING 5
AM2 Pre-IPO: The Investor Opportunity The Pre-I PO I nvestm ent The I nvestm ent Adviser & Sum m ary of Service Providers & Fund Thesis & Executive Sum m ary Portfolio Developm ent Opportunity I nvestm ent Process Term s The Fund targets a 40% IRR on each transaction as the period from pre-IPO to IPO � typically shows a large gain in a company’ s enterprise value � Lower volatility as the Fund’ s assets are valued on the books at cost (under BVCA fair-value guidelines) until IPO or ot her liquidity or market related event The Fund’ s investment timeframe is � shorter than a t ypical private equity Typical S-Curve of Company's Enterprise Value 180 fund – t he Fund will typically have Company 160 Investment an 18 month (or less) turnaround on Period 140 each investment Enterprise Value 120 100 The exit opportunity is clearly IPO � 80 defined because the commitment to Early Stage 60 Optimum Exit Time do an IPO has been made by the 40 Commitment to IPO 20 investee company – (advisers may already have been signed up) Time 6
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