CORPORATE INTRODUCTION

www.ConduitFinance.com

2

Conduit Finance was established in 2007 in Edinburgh, we are Financial Services Advisors serving the whole UK with specific focus on:

- Property Finance for Investment, Land & Development- SME Funding - Loans, Asset Finance & Invoice Discounting - Restructuring services for clients seeking to exit their existing banking relationship but where options appear limited in GRG, SBS, SRM & BSU

Our team has a varied background from Corporate SME Banking to Residential Property Development which ensures we understand the numerous components of a transaction.

- Structuring – Creative technical ability to solve complex problems - Capital stack – We cover Senior debt and Mezzanine Finance - Geography – We have clients across the UK, Offshore and

overseas

OUR COMPANY

3

OUR TEAMJamie Davidson – Managing Partner

Real Estate / SME & Corporate / Private Banking

Jamie founded Conduit Finance in 2007 after a career in FinancialServices in a range of roles:

- St James’ Place (pensions, bonds & investments & pension technical) - Prudential (pensions, bonds & endowments) - AEGON (executive pensions, endowments & investments)- Clydesdale Bank (real estate, retail banking & SME lending) - Bank of Scotland (SME, real estate, retail banking projects)

Throughout the recession Jamie has sourced new funders andimplemented new structures for lending. This has allowed his clients togrow, survive or restructure their businesses in what is a challenging market.

E: Jamie@ConduitFinance.com M: 07919 863 034

4

OUR TEAMCharles Mackintosh – Consultant

SME & Property

Charles joined Conduit in 2012 and has a career in lending spanning 25 years. He was initially with Irish bank AIB and, thereafter, Carlsberg where, in his role as Commercial Controller, he ran the lending function and also undertook key corporate projects. Since 2009, he has been operating as a consultant to banks and brewers, whilst assisting private clients with fund raising.

Charles has in depth experience of both property and SME, with specialist experience in the licensed trade sector covering pubs, restaurants and hotels. He acts for clients across the UK and works with a wide range of lenders from retail banks to challenger banks and specialist lenders to source the most competitive funding possible within the most appropriate structure. His experience includes a broad range of products from term loans to mezzanine funding, overdrafts, asset finance and cashflow finance.

E: charles@ConduitFinance.com M: 07770 567 979

5

OUR TEAMAndy Lawson - Consultant

Real Estate / Banking / SME & Corporate

Andy has over 13 years of banking experience in both the UK and Australia. His knowledge of Commercial and Corporate Debt comes from his time with the following major banks:

- Bank of Western Australia (new business sales in personal banking)- Bank of Scotland (corporate real estate , SME senior debt lending)- Bank of Ireland (UK-wide focus on property investment & development)

Andy has a thorough understanding of the lenders credit policy, risk profile andtheir financial modeling requirements so when new proposals are submitted

they are quickly assessed and progressed.

E: Andy.Lawson@ConduitFinance.com M: 07929 612 502

OUR TEAM

Robert Dick - Consultant

Robert is a CA by training and a member of the Council of The Chartered Accountants of Scotland, with nearly 20yrs in senior management and UK-wide business development:

- CALA Group, 10yrs as Group Finance Director & 8 as Chairman Business (internal)

- Lead CALA team completing their Public to Private MBO in 1999

- Scottish Finance Director of the Year 2000

Robert also act in various non-executive capacities:

- Richmond Homes Scotland, Non-Executive Chairman

- Advisory Group for Inspiring Scotland (Charity), Chairman

Robert acts as a Non-Executive advisor to Conduit Finance LLP.

6

OUR TEAM

Lisa Pandolfi - Consultant

Real Estate / Bridging Finance / SME & Corporate

Lisa joined Conduit Finance in early 2011 in a role that focuses on handling new business for loans below £500,000 and the operational side of our business.

She has a background in financial services and property and supports clients seeking loans from a range of source including retail banks and bridging lenders.

- Business development for an Edinburgh based property and investment firm - Para planner for a firm of IFA's handling ethical investment opportunities - She has a Masters Degrees from St. Andrews, a degree from the University of London and also passed her FPC 1

Lisa’s attention to detail and professional manner is appreciated by our clients and lenders alike which ensures small problems are resolved andapplications are progressed quickly

E: Lisa.Pandolfi@ConduitFinance.com T: 0131 473 2374

8

Since 2007 we have been instructed by a range of different types of clientssuch as Charities, Community Clubs, Renewables Developers, PLC’s, AIMlisted companies, Investment Funds, Trusts, Property Syndicates, Sole Traders and Family Estates.

- SME: Manchester, Commercial Mortgage, 30yr loan- Property: Dundee, portfolio of Commercial Property, non-recourse- SME: Glasgow. Manufacturing, Overdraft, Asset Finance- Property: Edinburgh, Spec Resi Property Development, 70% LTC- SME: Brighton, serviced apartments, 75% LTV, restructuring - Property: London, Investment Fund, non-recourse - SME: Norwich, Hotel, HMA, overdraft to loan, 2.75% margin

We work with family scale business though to larger corporates who have an in-house FD but require specialist fund raising support.

Most recently we have been introduced to new clients by banks looking to divest from certain parts of the market.

OUR CLIENTS

9

THE 2013 FUNDING MARKET

The market is definitely improving but when lenders themselves are unsure of their criteria it’s ensuring that you have multiple options that will deliver success.

- Competition: Lenders are starting to compete so margin are improving

- Lender type Retail banks still important but new lenders are valuable

- Re-financing: £150bn of UK lending needs to be re-financed in 2013/14/15

- Regulatory: Basel II & III taking grip of EU liquidity and wholesale markets

- Divestment: Retails banks continue to force borrowers out the to refinance

- FFL & LTRO: ECB & BoE initiatives starting to have traction at ground level

- Cash Flow: An encouragingly competitive market for Asset Based Lending

10

TREASURY / HEDGING

When the market was at its busiest the BoEBR peaked at 5.0%, Libor was usually higher by 0.2%, and margins ranged from 0.8% through to 2.0%. Fixed rate products cost more and were locked in on terms from 2 to 20 years and sometimes longer depending on the risk.

We are nearing a period where a lot of the fixed rates agreed at the peak of the market are due to expire which is good news for borrowers but less beneficial for lenders.

The mis-selling of interest rate swaps has had a significant impact with the majority of lenders now having subscribed to an FSA driven initiative to support borrowers.

As opposed to 2005/06 now really is the time to fix or hedge term lending:

As an example one of the retail banks can provide low margins on SME debt lending, therefore after adding 3yr fixed cost of funds would be 3.7% (circa 1.2% for cost of funds and 2.5% margin).

11

Component Old Market New Market Notes

Arrangement Fees 0.50% to 1.50% 0.50% to 2.00% Up

Margin 0.30% to 2.00% 1.50% to 4.00% Up

Cost of funds 5.00% to 5.30% 0.50% to 0.60% Down

LTV's Max of 85% Max of 80% Down

Term Max of 15 Years Max of 25 years Down

DSCR 110% - 7% - 25yr 110% - 8% - 15yr Up

Security 1st charge, B+F & PG First charge & B+F PGs not favoured

OLD MARKET v NEW MARKET

Debt servicing calculations n the current market are driving down loan amounts. As for example retail banks will stress test loans based on a rate of 8% with cover of 110% on a short loan profile of 15yrs.

To compound calculations further lenders will also sensitise profits for SME’s and rental income for property investment by as much as 20%.

12

LENDERS & PRODUCTS

Cashflow finance for MBO / MBI Land banking Personal mortgages

100% funding for sitting tenants Property investment International property

Overdrafts for working capital Development Private Banking

Commercial Mortgages Bridging Car Finance

Asset and Invoice Finance Rolling credit facilities Offshore lending

Our database has over 2000 active lenders of the following types:

Products and Purposes:

13

EXAMPLE DEALS OF 2012/13

• Property: Mixed portfolio of commercial investments, senior debt and mezzanine finance, 20yr loan, 5yr interest only & blended rate of 6%.

• SME: Serviced offices, bridge finance to facilitate a hair cut by an incumbent bank, loan completed in 14days and term loan thereafter

• Property: Single asset, single tenant office building of 35sqft, refinanced from distressed lender at £1.8m bellow original loan amount

• SME: Family restaurant, interfamily asset transfer, 90% purchase price, 25yr loan, cash back via loan guarantee scheme

Our objective at all times when raising finance is to approach less obvious sources who may offer something unique for our clients.

Thanks for taking time to read our presentation

Raising funds in the market is still tough but it can be done if a case is thoroughly assessed and well presented to the right funder.

Please contact me or one of the team to discuss how we can quickly secure competitive finance quickly for your clients.

Jamie@ConduitFinance.com

T: 0131 473 2374 M: 07919 863 034

Hudson House, 8 Albany Street, Edinburgh, EH1 3QB