nesa capital marketing june 2015

Neša : Sotho word for “to bring the rain”

Independent Alternative Investment Management

INTRODUCTION

SECTION 1

Introduction

• Nesa Capital is a black owned and managed alternative investment fund manager based in Johannesburg, South Africa. We are a registered credit provider (NCR Reg: NCRCP7031)

• We are focused on unique investment opportunities in enterprise & supplier development and infrastructure development in South Africa and Southern Africa

• Our intellectual capital, innovative fundamentals based investment strategies and risk management policies translate into investment products that provide our investors with exposure to alternative asset classes that offer attractive risk adjusted returns

• Our investment products are suitable for corporate and institutional investors, family offices, private

clients, DFI’s and advisors seeking an experienced management team with a track record for preserving capital and generating real term financial and social returns

• Nesa Capital values encapsulate the ESG principals of Regulation 28 of the Pension Funds act:

To uphold the highest levels of integrity, accountability, transparency and objectivity as an independent fund manager;

To produce exceptional returns for investors driven by our intellectual capital, proprietary strategies, social and environmental conscience and innovative ideas; and

To build strong and lasting relationships with investors as a trusted service provider

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Our capability statement

Why Nesa Capital? What does this mean?

A highly experienced team

Our executive team is comprised of professionals with experience in originating, structuring, executing trading strategies and transactions. The team is supported by our non-executive advisory board which brings a wealth of experience and skill in private equity, corporate finance and capital raising as well as impact investing.

We ensure that each transaction is executed by our senior team, ensuring a “hands on approach”, high quality of work delivery and active management.

Exclusive research, deal origination and fund

management

We focus on proprietary research and investment strategy generation that will identify strategic opportunities for our investors. Our focus is on long term sustainable value creation for our clients

Strong BBBEE credentials

Being black owned and managed, we understand the importance of BBBEE for the growth of the mainstream economy.

We have advised both BBBEE companies and companies seeking a BBBEE partner and our experience in the structuring and capital raising for BBBEE transactions, as well as providing sustainable scorecard optimisation solutions, positions us well to assist our clients to extract the best long term value from BBBEE.

Strong finance raising capability

We are firmly entrenched in the South African debt capital and equity markets and through our distribution function, can access appropriate pockets of liquidity from a wide range of funders. Furthermore, we have an established network of local and international capital providers ranging from impact investment funds, philanthropic foundations and DFIs to institutional investors and family offices.

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INVESTMENT & SERVICE OFFERINGS

SECTION 2

Nesa Capital Divisional Organogram

Enterprise & Supplier

Development

Discretionary Fund Management

Services

Fixed Income

Alternative Investments

Nesa Enterprise

Development Fund

Nesa Venture Capital

Investment Fund

Specialised Finance

Nesa Phule Fund

Structured Investment Products

Phezu Asset

Finance

EquityAsset

RentalsFixed

Income

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Investment & Service Offerings6

Nesa Enterprise Development Fund

Broad Based Black Economic Empowerment

Discretionary Investment Funds

OwnershipEnterprise & Supplier

DevelopmentPrivate Equity

Listed Securities

Nesa Venture Capital Investments

Nesa Phule Fund

Specialised Finance

Structured Investments & Finance

Structured Investments &

Finance

• Nesa Capital provides a portfolio of investment funds & services to serve investor needs and requirements

• Each offering follows a specific mandate and is executed with due care and professionalism by our team

• Our core underlying principle in each offering remains long term value creation for our investors

• Our decision making is driven by our commitment to upholding the firm’s values and the overriding ESG principles enshrined in Regulation 28 of the Pension Funds Act

• Due to our service offering and experience in Enterprise Development, we are able to identify and source unique opportunities to invest in high growth businesses in sustainable industries

Phezu Asset Finance


• The Nesa Enterprise Development Fund (“NEDF”) was launched at the beginning of 2014

• The NEDF is a registered credit provider focused on financial support to small growing businesses in South Africa & job creation

• The NEDF provides a transparent and accountable enterprise & supplier development solution for corporate clients looking to deploy their enterprise & supplier development spend effectively

• Loans are extended to qualifying SMMEs who qualify in terms of BBBEE requirements and who meet the credit criteria

• Funds are made available primarily for expansion, at competitive rates, with an overriding condition that sustainable jobs must be created (Minimum target of 1 job per R500 000 loan extended)

• NEDF extended 10 facilities, totaling R3.8 million, creating 24 permanent jobs and generating a gross annualised return of 15.73% up to June 2015





Listed Securities


Nesa Phule Fund

Specialised Finance



Finance

Phezu Asset Finance



• Nesa Venture Capital Investments (“NVCI”) is an private equity fund registered as a Venture Capital Company (“VCC”) under S12J of the Income Tax Act

• NVCI invests in early stage and expansion stage SMME businesses, specifically targeting the government’s “100 Black Industrialists” as well as SMME businesses which form part of the supply chain of SOE and large Corporates

• NVCI offers investors a tax deductible investment for enterprise development as opposed to an expense

• NVCI also offers corporate investors a professionally managed and transparent Enterprise and Supplier Development solution

• Indicative pipeline of R100 million of potential venture capital investments available to VCC in energy generation and distribution, telecommunications and renewables sectors





Listed Securities


Nesa Phule Fund

Specialised Finance



Finance

Phezu Asset Finance



• Macro equities focused fund that aims to deliver absolute returns with low volatility in all types of market conditions

• Underlying strategies include individual long and short equity positions, particular sector exposures with an emphasis on value fundamentals, event-driven positions (takeovers, mergers and LBO's), long term arbitrage and listed debt instruments

• Max/Min net exposure of fund: 100%/40% of assets under management (“AUM”)

• Fund structured as two portfolios:

• A long term fundamentals based portfolio of listed securities managed on a fundamentals basis with an emphasis on long term value and that will reflect the manager’s long term views and investment strategy

• A short term trading book that takes advantage of mispriced opportunities that are constantly evident in equity markets due to economic situations and volatility





Listed Securities


Nesa Phule Fund

Specialised Finance



Finance

Phezu Asset Finance



• Phezu Asset Finance (“Phezu”) provides financing solutions to end users through rent-to-own schemes

• In 2015, Phezu initiated a rent to own scheme to enable businesses and homeowners to acquire inverter units which provide back up power during load shedding

• Further rent to own schemes are being evaluated at present, which will focus on security for homeowners and generators for businesses

• All rental books initiated are done so with an industry specific partner





Listed Securities


Nesa Phule Fund

Specialised Finance



Finance

Phezu Asset Finance



• The structured investments and finance division focusses on bespoke solutions for clients including:

• Merger and acquisition support;

• Equity and debt capital raising;

• BBBEE optimisation;

• Grant and incentive funding; and

• Structuring of bespoke financial products





Listed Securities


Nesa Phule Fund

Specialised Finance



Finance

Phezu Asset Finance


SELECTED COMPLETED MANDATES

SECTION 3

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BBBEE

&

ENTERPRISE DEVELOPMENT

SOLUTIONS

BBBEE INVESTMENT

TRANSACTIONS

Lead adviser to Delione Catering on implementing

their BEE supplier and enterprise

initiativesLead adviser to Syrex on

implementing their BEE supplier and

enterprise initiatives

Lead adviser to STA Coal Company on implementing their BEE supplier and


Lead advisor to Oasys Innovations

on implementing their BEE ownership transaction with their

BEE partner

Lead advisor to NEC South

Africa on their BEE strategy and

ownership transaction in SA

Adviser to Guardrisk

Insurance Co. Limited on

implementing their BEE supplier and


Lead advisor to Eickhoff South Africa on their BEE strategy in

SA

Selected Completed Mandates

Direct Investment in MTN Zakhele –

MTN Group Limited’s share

ownership transaction

Direct Investment in SOLBE1 - Sasol Limited’s public

BBBEE share ownership

transaction

Direct investment in Phuthuma Nathi – Multichoice SA’s

public BBBEE share ownership transaction

TEAM CURRICULUM VITAE, PARTNERS &

AFFILIATES

SECTION 4

Team Curriculum VitaeIsrael Skosana II, MBAChairman

Israel Skosana II is a South African banker who oversaw one of South Africa’s largest bank’s R6 billion Credit Card Product portfolio and Channels, growing it to R9 billion. He has extensive experience in retail banking from an operational level as a systems and business analyst, to a strategic level. Israel has experience as a management consultant focusing on business processing outsourcing and contact centres which exposed him to various industries.

As Head of strategic development & partnerships at Barclays Africa he concluded deals to the value of R650 million in the public transport sector to implement contactless payment solutions, which was awarded “International Best Bank Card Ticketing Scheme” in 2014.

Israel successfully completed his Master’s thesis on “Retail payment efficiency in South Africa” with the guidance from the South African Reserve Bank. He is currently the Deputy Chairperson of the Card Payment Clearing House, Member of the Industry Card Strategy Forum at the Payment Association of South Africa and a member of the Interchange Advisory panel at the South African Reserve Bank.

Israel is the firm’s executive chairman and chairs various funds’ credit committees.

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Hugh Courtney, CA (SA)Director

Hugh is a co-founder and director of Nesa Capital. He is a Chartered Accountant .

Hugh completed his articles at Standard Bank through the TOPP programme in 2008. He worked in a number of roles serving at Standard Bank Properties, Standard Bank Group, Stanlib, and CIB (Investment Banking and Global Markets). He was seconded in 2008 to Standard Bank London to assist in streamlining the conversion to Basel II and automating the FSA reporting process. He was also awarded a “Non-Managerial Excellence Award” for his contribution to the successful launch and execution of the SBSA EMTN Programme. Post articles, Hugh took on a role as a deal originator in the Debt Capital Markets team catering to a number of blue chip clients in the financial and mining sectors. He also dealt with the structured and high yield issuances in the bond market at the time successfully raising over R5 billion.

Subsequently, Hugh moved to Southern Resources to focus on capital raising for greenfields and brownfields projects in predominantly the mining sector. He successfully assisted a listed client to create and execute it’s R1 billion private placement programme, raising the first tranche of R100 million.

Hugh also served as an alternate Non-Executive Director to Infrasors Holdings Ltd, overseeing its successful acquisition by Afrimat Ltd in 2013.

Hugh joined Nesa Capital in 2013, co-founding the Nesa Enterprise Development Fund in 2014.

Team Curriculum VitaePercy Ying, CA (SA), CFADirector

Percy is a co-founder and director of Nesa Capital. He is a Chartered Accountant and CFA Charterholder.

Percy served his articles at PwC in Johannesburg working in the Consumer Markers division. After qualifying as a Chartered Accountant, Percy was transferred to PwC London’s Insurance and Investment management division, where he gained in-depth knowledge of investment management serving a number of Lloyd’s insurance syndicates and some of the world’s largest asset managers, private equity firms and hedge funds.

Upon leaving the UK in 2007, Percy took up the position of Group CFO of Acacia Capital Inc, a hedge fund based on Wall Street. He headed up Group Finance and Group Portfolio Management where he oversaw Acacia’s proprietary investment book which totalled over R1.5 billion of investments in listed and public stocks as well as fixed income products.

In 2012, he founded Nesa Capital providing investment and BBBEE solutions to local as well as multinational companies in South Africa. In 2014 he co-founded the Nesa Enterprise Development Fund.

In addition to being an executive director of Nesa Capital, Percy also serves as an independent non-executive director on the board of directors for two JSE listed companies where he chairs various sub-committees, including audit, risk and social and ethics.

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Druphal Amin, CA (SA)Member: Advisory Board

Druphal is an early to medium stage Private Equityinvestor and is CEO of Dhara Impact partners, a company he founded in 2014. He is a Chartered Accountant.

Subsequent to completing his articles with PWC in 2003 and serving in PWC’s consulting division for a further year, Dhrupal moved to Guardrisk Insurance Company to broaden his operational capabilities as a sales and marketing manager. In 2007 Dhrupal moved to Tsogo Sun taking up the positon of Head of Risk for Tsogo Sun Gaming. Given his experience in Cell Captive Insurance Schemes, he was tasked with advancing Tsogo’s self insurance scheme. During this time he created the Tsogo Sun Insurance Company with over R30 million in reserves. Under his management controllable risk incidents were zero. Due to his entrepreneurial acumen, Dhrupal was promoted to Commercial Executive for the group during which time he oversaw the group’s entertainment related business portfolio that generated in excess of R1.2 billion in annual revenues. After leaving Tsogo Sun to focus on building his private equity business, Dhrupal invested in and served as Director of Destiny Seating, a major supplier of seating, audio and visual equipment to the cinema industry. He is a shareholder and director of Orchard foods, a specialist manufacturer of baby food. In addition he has served as a council member of the Tourism BBBEE Charter Council since 2013, chairing the Enterprise and Supplier Development Sub-committee. He is also a partner in Impact Hub, a global initiative to create and launch entrepreneurs.

Team Curriculum VitaeSean Bennett, ACAMember: Advisory Board

Sean is an investment banker with over 25 years experience in Europe and Southern Africa. He is a qualified Chartered Accountant (UK).

After competing his articles with Arthur Andersen in 1995, having worked within the Financial Markets, consultancy and taxation divisions, Sean began his banking career at UBS Investment Bank in London.

He worked within the European M&A, South Africa coverage and execution, equity corporate finance and leisure sector coverage teams rising to Co-Head of the debt restructuring team and Co-Head of the UK Mid Market Group which advised all listed clients below the FTSE 100. The team was rated number 1 in the UK and as a result he was promoted to Managing Director of Investment Banking, London.

In 2008 Sean joined HSBC in South Africa as Managing Director (Investment Banking and Corporate Banking) and Co-Head of Global Banking Africa. During his three year tenure the team was voted “Best Foreign Investment Bank Pan Africa” in 2009. In 2011 Sean returned to UBS as CEO of UBS South Africa and head of Sub-Sahahran Africa.

In addition Sean sits on the WEF Central Corridor Working Group.

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Oliver WithersMember: Advisory Board

Oliver is a director of Ubuntu Capital & Advisory, a UK domiciled business which focuses on partnering with the private sector, government, the international development community and civil society to deliver pragmatic solutions to realise more effective and impactful investment into sub-Saharan Africa.

Oliver was previously the Pharmaceutical Market Innovations Lead on the UKAid funded Southern African Regional Programme on Access to Medicines, through which he started the Africa Medicines Impact Investment Fund (a pan-African investment fund providing capital to non-state enterprises operating at critical points along the health value chain to increase access to healthcare.

He began his financial services career in the UK derivatives markets before moving with Goldman Sachs to India to set up client servicing centre to support the European equity derivatives desks. Oliver decided to return home to South Africa where he joined African Alliance, a pan-African investment bank where he became group head of asset management. He was executive chairman of the group’s African management companies, as well as being a member of the southern and east African investment committees.

Oliver is a member of the South African Institute of International Affairs; the Royal Institute of International Affairs (Chatham House); the Royal African Society, the Royal Economic Society and the Investors’ Circle Global Health Advisory Board. He is an affiliate member of the Global Association of Risk Professionals.

Our Partners and Affiliates

• Acres of Love is a non-profit organisation established in 1998 to provide homes and de facto

families for abandoned and special needs children in South Africa

• Acres of Love has over 25 homes in Gauteng, 10 in Western Cape caring for over

approximately 200 children

• Acres of Love is an ideal partner for corporates seeking a transparent institution for their CSI

and socio-economic development spends

• The Nesa Enterprise Development Fund is social impact investment fund with a focus on

enterprise development and job creation in South Africa. The fund is a registered credit

provider

• The fund is a member of the Aspen Network of Development Entrepreneurs (ANDE), a global

network of international organisations aimed at propelling entrepreneurship in emerging

markets

• The Fund is affiliated with the Global Impact Investing Network, an global network of impact

investors and reports its impact metrics in terms of IRIS, GIIN’s global framework for impact

reporting

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Select Enterprise Development Contributors

Contact details20

Head office address Contact

1st floor, Block C, Hurlingham Office Park T: +27 11 326 3903

59 Woodlands Rd, Hurlingham, F: 0866 890 183

Johannesburg, 2196 [email protected]

South Africa www.nesacapital.co.za

Important notice

• This presentation was prepared exclusively for the persons to whom it is addressed and their internal use. This presentation is private and confidential and unauthorised distribution or copying is prohibited.

• No part of this presentation may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written consent of Nesa Capital (Pty) Ltd.

• This document does not constitute an offer to sell or the solicitation of an offer to purchase or subscribe for any shares, nor shall it form the basis of any contract or constitute the provision of financial or investment advice.

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nesa capital marketing june 2015

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