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CONVERGENCEPARTNERSCOMMUNICATIONSINFRASTRUCTURE FUND(“CPCIF” OR "THE FUND")

QUARTERLY REPORTFOR THE PERIOD ENDED30 APRIL 2015

INDEX

This Quarterly Report contains privileged and confidential information and is for the use of the

Convergence Partners Communications

Infrastructure Fund andits Investors only.

Quarterly Report

I. Introduction 02

Fund dashboard 02

Overview of quarter ended 30 April 2015 03

II. Unaudited financial information 04

Financial changes for the period 04

Statement of financial position 05

Income statement for the period 06

Breakdown of Company income and expenses 07

Breakdown of Partnership income and expenses 08

Notes to the unaudited financial statements 09-10

IV. Investments

Portfolio Executive Summary 30 April 15

Schedule of Investments 16

Portfolio Company Update

FibreCo Telecommunications Holdings Proprietary Limited (FibreCo) 17

Communication Solutions Proprietary Limited (Comsol) 19

Synergy Communications (SynCom) 21

– Skyband Corporation – held via SynCom 23

– IS–Internet Solutions Moçambique Limitada (ISM) – held via SynCom 25

III. Statement of overall position 11

Notional capital accounts (incorporating undrawn commitments) 12

V. Additional reporting 27

A. Operating Expenses - Transaction costs incurred 27

02

Joint total commitment US$

Convergence Partners Communications Infrastructure Fund Partnership 80 666 667

Convergence Partners Communications Infrastructure Fund (Mauritius) Limited 100 833 333

181 500 000

I. INTRODUCTION

Quarterly Reportfor the period ended 30 April 2015

03

Fund dashboard

Drawdowns received to date



24 764 632

Guarantees issued

Convergence Partners Communications Infrastructure Fund Partnership 743 069

Convergence Partners Communications Infrastructure Fund (Mauritius) Limited 928 836

1 671 905

Capital available1



155 063 463

Investments at fair value

FibreCo Telecommunications Holdings Proprietary Limited 9 605 163

Communication Solutions Proprietary Limited 1 859 291

Synergy Communications 17 886 803

29 351 257

1. Undrawn commitments reduced by a guarantee of $1 671 905 issued on behalf of FibreCo Telecommunications Proprietary Limited


Overview of quarter ended30 April 2015

During the quarter, the Fund received a commitment of $35m from PIC, which now brings the current fund size to $181.5m. The Fund Manager believes the current Fund size is well suited for the effective deployment of opportunities we are seeing in the market, as a sector Fund. Discussions are under way to secure a commitment from Sango Capital; to this end final closing date has been extended from 30 April to 30 June 2015.

Operational activity

A net drawdown of $0.9m was received to fund working capital requirements of SynCom and operational expenses of the Fund.

Portfolio Company highlights

FibreCo Telecommunications Holdings Pty LtdAdditional capacity sales have been realised and the sales pipeline is strengthening. The shareholders have agreed to assess exit opportunities. The CEO has also expressed a desire to exit; this will be managed taking cognisance of the exit process.

Communication Solutions Pty LtdDue to concerns on the risk and rewards of the proposed structure of Comsol National Networks project, we have decided not to pursue the follow–on investment in its present form. The company is seeking alternative funding sources for the project. We will assess other options available to the company

Synergy Communications (“SynCom”)In order to accelerate the SynCom platform strategy, a CEO was appointed in March 2015, to create a level of operational capacity within the company. The Fund invested $50k, this quarter, for this purpose. While the Manager will continue to seek opportunities for growth and provide transactional support, a dedicated resource is necessary to manage and monitor performance of the underlying investments. The CEO will also seek additional avenues for investment and growth.

Market and ICT sector overview

This period continued to prove challenging for most sub–Saharan African economies due to falling commodity prices, the strong performance of the U.S. economy, slowdown in behemoth China’s spend. Notwithstanding the aforementioned, GDP growth in the sub–Saharan region

remains strong and the period under review has seen the IMF revising its GDP growth forecast for 2015 down to 4.5%.

In a historic transfer of power in Nigeria, MuhammaduBuhari became the first opposition candidate to defeat asitting president. He has the enormous task of steadying the Nigerian economy affected by the dramatic decrease in oil prices, with knock on effects on inter alia, reserves and the Naira. As this is a region of interest to us both in terms of pipeline activity and with the recent establishment of office presence, we continue to monitor these developments closely along with potential impacts and mitigants for the Fund.

On the ICT front, a number of key developments took place, which seem to point to interesting trends in the region. The first of these is the emergence of a number of independent LTE/4G data driven network operators starting to roll out services e.g. Ghanaian telco Surfline Communications and Afrimax – Vodafone in Uganda. Secondly, the migration from analogue to digital broadcasting continues to hobble along across SSA with Ghana being the latest country to announce its inability to meet the 17 June 2015 deadline. This will put a brake on the roll out of mobile broadband services in the spectrum that would have been freed up by this process. Thirdly, roll outs of FTTH networks across the African continent, in particular Zimbabwe, Uganda, Kenya and South Africa, are increasing, as independents enter the market and fill gap left by incumbents not taking advantage of increasing demand by consumers.

Importantly for financial investors and independent operators, the development of open access networks is gaining traction. Though not creating a completely independent wholesale operator, Malawi Telecommunications Limited (MTL), the country’s incumbent fixed line operator, is looking for a joint venture partner for the development and operation of an open access national fibre–optic backbone. Bitflux, which emerged as the winner of the Nigerian Communications Commission’s (NCC) 2.3GHz spectrum auction in February 2014 with a bid of USD23.251 million, is looking to roll out its network in March. The 30MHz of spectrum will be used to provide wholesale wireless broadband access services. This successful auction is contrasted by the announcement by the NCC that it has once again suspended the planned auction of ten–year licences for spectrum in the 2.6GHz frequency band.

04

II. UNAUDITED FINANCIALINFORMATION


05

Financial changes for the period

GeneralThis quarter has seen an increase in the overall valuations of the portfolio assets. The closing activity on three transactions in West Africa is evidenced by the further incurring of transactional costs. The quarter also saw the conditions precedent fulfilled for the admittance of the PIC as a Subsequent Investor on 30 April 2015. A rebalancing drawdown issued to the PIC with allocations made to rebalance fair value gains, Organisational and Operating Expenses was duly received on due date 5 June 2015.

We have further accrued for legal and organisationalexpenditure in anticipation of the final close of the Fund.

ValuationsThe investments have been fairly valued during thequarter, with a net upward valuation of US$2 132 423.

Major valuation movements:• FibreCo: Downward valuation: US$370 428 mainly as a

result of depreciation of currency (ZAR:USD) as well as depreciation of the cable system.

• SynCom: Upward valuation: US$3 246 965. This is attributable to the underlying investments as follows:- ISM – increase in value of US$0.2m. Mainly

attributable to market multiple expansion and increased EBITDA.

- Comzint – increase in value of US$3m. Mainly attributable to market multiple expansion and increased EBITDA.

• Comsol – decrease in value of US$744 104. Mainly due to market multiple contraction combined with reduced EBITDA.

QUARTER ENDED QUARTER ENDED YEAR ENDED

30 April 2015 30 April 2014 31 July 2014

US$ US$ US$


06

Statement of FinancialPosition as at 30 April 2015

Assets

Non–current assets

Investments 1 29 351 257 7 907 630 19 694 000

29 351 257 7 907 630 19 694 000

Note

Current assets

Other receivables 6 605 3 2010 102 048

Prepayments 1 431 80 736 7 389

Receivable - Subsequent Investor - Equalisation 3 932 660 – –

Receivable - Advisory Fees - Subsequent Investor 858 123 – –

Cash at bank 2 765 470 369 585 471 078

5 564 289 453 531 580 515

Total assets 20 274 515

Equity and liabilities

Capital and reserves

Notional Capital Accounts 3 29 175 162 7 982 246 17 239 288

Ordinary Shares 10 10 10

vClass B shares 412 168 272

Foreign Currency Translation Reserve – 61 151 –

28 175 584 8 043 575 17 239 570

Current liabilities

Trade & other payables 4 1 807 302 317 586 3 304 945

Amounts due to First Close Investors - Equalisation 3 932 660 – –

5 739 962 317 586 3 304 945

Total equity and liabilities 34 915 546 8 361 161 20 274 515

QUARTER ENDED QUARTER ENDED YEAR TO DATE YEAR ENDED

30 April 2015 30 April 2014 30 April 2015 31 July 2014

US$ US$ US$ US$


07

Income Statement for the periodended 30 April 2015

Fair value gains/(losses) 5 2 132 433 43 910 6 603 079 4 038 639

Interest income 596 – 608 –

Gross income 2 133 029 43 910 6 603 687 4 038 639

Note

Expenses

Audit fees (2 867) – (30 382 (11 615)

Bank charges (1 224) (790) (4 201) (4 997)

Company setup costs – – – –

Directors' fees (4 512) (4 500) (13 444) (14 953)

Licence fees (1 064) (1 063) (3 189) (4 250)

Management fees/advisory fees 6 (1 604 623) (756 500) (3 12 623) (2 286 081)

Organisational expenses – legal (33 000) (7 228) (33 000) (372 870)

Organisational expenses – other (17 000) (4 745) (17 000) (146 032)

Registration fees (89) (88) (264) (371)

Secretarial & administration fees (6 961) (7 250) (21 671) (30 715)

Notarisation fees – (1 900) – –

LPAC accommodation and logistics (3 931) – (3 931) (27 936)

Transaction costs (273 780) – (615 262) (196 902)

Insurance (2 723) – (8 163) (7 453)

Foreign exchange losses (11 933) – (27 712) (49 863)

Sub-total (1 973 707) (784 064) (3 905 842) (3 154 038)

Net profit/(loss) before tax 159 322 (740 154) 2 697 845 884 601

Taxation – – – –

Net profit/(loss) after tax 159 322 (740 154) 2 697 845 884 601



US$ US$ US$ US$


08

Breakdown of Company incomeand expenses for the period ended30 April 2015

Fair value gains 1 436 868 43 910 4 449 149 2 721 117

Foreign exchange gains – – 47 564 –

Interest income – – – –

Gross income 1 436 868 43 910 4 496 713 2 721 117

Expenses

Audit fees (2 875) – (8 970) (11 615)

Bank charges (1 145) (772) (3 879) (4 452)


Directors' fees (4 512) (4 500) (13 444) (14 953)

Licence fees (1 064) (1 063) (3 189) (4 250)

Management fees/advisory fees (500 000) (500 000) (1 500 000) (1 510 959)

Organisational expenses – legal (22 758) (7 228) (22 758) (256 515)

Organisational expenses – other (11 725) (2 468) (11 725) (94 398)

Registration fees (89) (88) (264) (371)

Secretarial fees (6 961) (7 250) (21 671) (30 715)

Notarisation fees – (1 900) – –

LPAC accommodation and logistics (3 931) – (3 931) (25 463)


Insurance (1 878) – (5 630) (5 140)

Foreign exchange losses (174) – (47 564) –

Sub-total (745 926) (525 269) (2 067 345) (2 094 625)

Net profit/(loss) before tax 690 942 (481 359) 2 429 369 626 492


Net profit/(loss) after tax 690 942 (481 359) 2 429 369 626 492

Equalisation – Fair value movements (1 264 109) – – –

Equalisation – Joint Expenses 187 295 – – –

Net profit/(loss) after tax and equalisation (385 873) (481 359) 2 429 369 626 492



US$ US$ US$ US$


09

Breakdown of Partnership incomeand expenses for the period ended30 April 2015

Fair value gains/(losses) 695 565 – 2 153 930 1 317 522

Interest income 596 – 608 –

Gross income 696 161 – 2 154 538 1 317 522

Expenses

Audit fees 8 – (21 412) –

Bank charges (79) (18) (322) (545)


Directors' fees – – – –

Licence fees – – – –

Management fees/advisory fees (256 500) (256 500) (769 500)

Management fees/advisory fees – Subsequent investor (858 123) – (858 123)

Organisational expenses – legal (10 242) – (10 242)

Organisational expenses – other (5 275) (2 277) (5 275)

Registration fees – – – –

Secretarial fees – – – –

Notarisation fees – – – –

LPAC accommodation and logistics – – – (2 473)


Insurance (845) – (2 533) (2 313)

Foreign exchange gains/(losses) (11 759) – (75 276) (49 863)

Sub-total (1 227 781) (258 795) (1 933 626) (1 059 413)

Net profit/(loss) before tax (531 620) (258 795) 220 912 258 109


Net profit/(loss) after tax (531 620) (258 795) 220 912 258 109

Equalisation – Fair value movements 1 264 109 – – –

Equalisation – Joint Expenses (187 295) – – –

Net profit/(loss) after tax and equalisation 545 195 (258 795) 220 912 258 109

QUARTER ENDED

QUARTER ENDED

YEAR TO DATE

YEAR ENDED


US$ US$ US$ US$


10

Notes to the financial statements

Investment in FibreCo Telecommunications Holdings Proprietary Limited (FibreCo)* 9 605 163 7 907 630 9 605 163 10 823 000

Investment in Comzint Limited (Skyband)** – – – 5 749 000

Investment in Communication Solutions Proprietary Limited (Comsol) 1 859 291 – 1 859 291 3 122 000

Investment in Synergy Communications 17 886 803 – 17 886 803 –

29 351 257 7 907 630 29 351 257 19 694 000

1. Investments

Standard Bank Mauritius (Mauritian Fund) 444 146 233 721 444 146 178 535

Nedbank (South African Partnership) 321 324 135 864 321 324 292 543

765 470 369 585 765 470 471 078

2. Cash at bank

* A guarantee of $1 671 905 has been issued to Nedbank Limited in respect of FibreCo Telecommunications Proprietary Limited.** During the prior quarter the investment in Comzint Limited was transferred to Synergy Communications.

Limited Partners

Convergence Partners Investments (Proprietary) Ltd 4 892 454 1 747 929 4 892 454 3 793 786

Development Bank of Southern Africa Limited 2 446 228 873 965 2 446 228 1 896 893

Public Investment Corporation SOC Limited 5 660 023 – 5 660 023 –

Convergence Partners Co-Investment Trust (South Africa) 108 266 27 565 108 226 59 155

A Shareholders

International Finance Corporation 5 382 777 1 511 844 5 382 777 3 308 877

European Investment Bank 4 072 020 1 450 272 4 072 020 3 105 330

Nederlandse Financierings-Maatshappij voor Ontwikkelingslanden N.V. 3 257 623 1 160 217 3 257 623 2 484 296

CDC Group plc 3 221 660 1 150 922 3 221 660 2 468 307

Convergence Partners Co-Investment Trust (Mauritius) 134 111 59 532 134 111 127 671

29 175 162 7 982 246 29 175 162 17 239 288

3. Notional Capital Accounts

QUARTER ENDED

QUARTER ENDED

YEAR TO DATE

YEAR ENDED


US$ US$ US$ US$


11

Notes to the audited financial statements

Amounts due to Convergence Partners Management (Mauritius) 546 307 26 705 546 307 221 718

Amounts due to Convergence Partners Management (Proprietary) Limited 176 741 18 300 176 741 20 332

Accrual for transaction costs 142 140 – 142 141 152 209

Accrual for management/advisory fees 858 123 – 858 123 –

Accrual for organisational expenses 50 000 265 831 50 000 –

Amounts due to Convergence Partners Communication

Infrastructure Fund (Mauritius) Limited – – – 102 039

Amounts due to Convergence Partners Executive Trust (Mauritius) 2 114 – 2 114 –

Accrual for Audit fee 11 775 – 11 775 11 500

Accrual for Secretarial and administration fee 6 750 6 750 6 750 6 750

Accrual for Directors' fee 3 000 – 3 000 3 000

CDC Group plc 3 931 – 3 931 6 149

Nederlandse Financierings-Maatshappij voor Ontwikkelingslanden N.V. – – – 6 786

Payable in relation to Communication Solutions Proprietary Limited acquisition – – – 2 495 545

Trade payable 6 421 – 6 421 –

Accrual for Travel, accommodation and logistics – – 8 917

1 807 302 317 586 1 807 302 3 034 945

4. Trade & other payables

Fair value gains/(losses)

– FibreCo (370 428) 43 910 (1 217 838) 2 980 539

– Skyband – – (90 741) 431 644

– Comsol (744 104) – (1 262 709) 626 456

– SynCom 3 246 965 – 8 992 885 –

2 132 433 43 910 6 603 079 4 038 639

5. Fair value gains/(losses)

Management fees 500 000 500 000 1 500 000 1 510 959

Advisory fee – Subsequent Investor 256 500 256 500 769 500 775 122

Current year 427 500 – 858 123 –

Prior year 430 623 – – –

1 614 623 756 500

5. Fair value gains/(losses)

The admittance of the Public Investment Corporation SOC Limited into the South African Partnershiphas resulted in a change of net income allocations between the funds as a result of re-balancing.A transfer of fair value gains of US$ 1,264,109 and joint Operating and Organisation Expenses ofUS$ 187,295 from the Mauritian company to the South African partnership has been recorded.

US$

Drawdown notice issued to PIC (due to be received on 5 June 2015) 5 015 611

To be applied against:

Additional amount i.t.o 4.4.2.2 and 4.4.2.3 of the Partnership Agreement and Shareholders Deed 291 994*

Investments 3 598 292*

Organisational expenses 99 751*

Operating expenses 234 617*

Advisory fees 858 123

7. Re-allocation and equalisation

* Final equalisation adjustments will be made with the admittance of Sango Capital as a Subsequent Investor

International Finance Corporation 35 000 000 – 35 000 000 (322 406) 29 782 906

European Investment Bank 25 000 000 – 25 000 000 (230 290) 20 363 146

Nederlandse Financierings–Maatschappij voor Ontwikkelingslanden N.V. 20 000 000 – 20 000 000 (184 232) 16 290 514

CDC Group plc 20 000 000 – 20 000 000 (184 232) 16 326 477

Convergence Partners Co–Investment Trust (South Africa) – 833 333 833 333 (7 676) 676 324

Sub-total 100 000 000 833 333 100 833 333 (928 836) 83 439 367

Total 180 000 000 1 500 000 181 500 000 (1 671 905) 155 063 463


12

III. STATEMENT OF OVERALL POSITION

LP COMMITMENTS

GP COMMITMENTS

TOTAL COMMITMENTS

FIBRECO GUARANTEE

UNDRAWN COMMITMENTS

US$ US$ US$ US$ US$

Total commitments

Convergence Partners Investments Proprietary Limited 30 000 000 – 30 000 000 (276 348) 24 236 643

Development Bank of Southern Africa Limited 15 000 000 – 15 000 000 (138 174) 12 118 320

Public Investment Corporation SOC Limited 35 000 000 – 35 000 000 (322 406) 34 677 594

Convergence Partners Co–Investment Trust (South Africa) – 666 667 666 667 (6 141) 591 539

Sub-total 80 000 666 667 80 666 667 (743 069) 71 624 096

South African Partnership

Mauritian Company

DRAWDOWNS 1-5

DRAWDOWN 6

TOTAL DRAWDOWNS

TO 31 JANUARY 2015 16 MARCH 2015 30 APRIL 2015

Total drawdowns

Convergence Partners Investments Proprietary Limited 5 284 485 202 524 5 487 009

Development Bank of Southern Africa Limited 2 642 244 101 262 2 743 506

Public Investment Corporation SOC Limited – – –

Convergence Partners Co–Investment Trust (South Africa) 68 653 334 68 987

Sub-total 7 995 382 304 120 8 299 502

South African Partnership

International Finance Corporation 4 729 688 165 000 4 894 688

European Investment Bank 4 255 293 151 271 4 406 564

Nederlandse Financierings–Maatschappij voor Ontwikkelingslanden N.V. 3 404 237 121 017 3 525 254

CDC Group plc 3 374 941 114 350 3 489 291

Convergence Partners Co–Investment Trust (South Africa) 148 591 742 149 333

Sub-total 15 912 750 552 380 16 465 130

Total 23 908 132 856 500 24 764 632

Mauritian Company

Quarterly Reportfor the period ended 30 April 2015Notional capital accounts

(incorporating undrawn commitments)13

Convergence Partners Investments Proprietary Limited US$

Capital balance as at 1 February 2015 5 942 553

Capital Contributions

Contributions 202 524

Equalisation - Amounts due to First Close Investor:

Organisational Expenses (20 427)

Operating Expenses (77 886)

Investments - at cost (932 190)

Subtotal 5 114 574

Income/(loss) Allocation

Fair value gain 458 961

Interest Income 393

Expenses

Management fees (171 000)


Operational Expenses (10 239)

Realised gains/(loss) –

Net income/(expenses) 213 688

Re-balancing:

– Fair value gains (534 122)

- Organisational Expenses 20 427

- Operating Expenses 77 886

Notional capital balances at 30 April 2015 4 892 454

Commitment Summary

Commitment 30 000

Less: Capital Received up to 30 April 2015 (5 487 009)

Less: FibreCo guarantee (276 348)

Undrawn Capital Commitment 24 236 643

Public Investment Corporation SOC Limited US$

Capital balance as at 1 February 2015 –


Contributions –


Organisational Expenses 99 751

Operating Expenses 234 617

Investments - at cost 3 598 292

Subtotal 4 790 783


Fair value gain –

Interest Income –

Expenses


Operating Expenses –

Operational Expenses –


Net income/(expenses) 3 932 660

Re-balancing:

– Fair value gains 2 061 731

- Organisational Expenses (99 751)

- Operating Expenses (234 617)


Commitment Summary

Commitment 35 000 000

Less: Capital Received up to 30 April 2015 –



Development Bank of Southern Africa Limited US$








Subtotal 2 557 288



Interest Income 197

Expenses






Re-balancing:





Commitment Summary





Convergence Partners Co-Investment Trust (South Africa) US$

Capital balance as at 1 February 2015 92 187


Contributions 334


Organisational Expenses 256

Operating Expenses 140

Investments - at cost 6 215

Subtotal 99 132



Interest Income 6

Expenses

Management fees –


Operational Expenses (159)



Re-balancing:

– Fair value gains 3 561

- Organisational Expenses (256)

- Operating Expenses (140)

Notional capital balances at 30 April 2015 108 266

Commitment Summary

Commitment 666 667

Less: Capital Received up to 30 April 2015 (68 987)


Undrawn Capital Commitment 591 539


14

International Finance Corporation US$








Subtotal 5 228 791



Interest Income –

Expenses






Re-balancing:





Commitment Summary





Nederlandse Financierings–Maatshappij voorOntwikkelingslanden N.V.

US$








Subtotal 3 419 657



Interest Income –

Expenses






Re-balancing:





Commitment Summary





European Investment Bank US$








Subtotal 4 274 560



Interest Income –

Expenses






Re-balancing:





Commitment Summary





CDC Group plc US$








Subtotal 3 383 694



Interest Income –

Expenses






Re-balancing:





Commitment Summary





15

Convergence Partners Co–Investment& Executive Trusts (Mauritius)

US$

Capital balance as at 1 February 2015 203 149


Contributions 742





Subtotal 147 361



Interest Income –

Expenses

Management fees –


Operational Expenses (353)



Re-balancing:




Notional capital balances at 30 April 2015 134 111

Commitment Summary

Commitment 833 333

Less: Capital Received up to 30 April 2015 (149 333)


Undrawn Capital Commitment 676 324

Fund Total US$




Equalisation – Amounts due to First Close Investor (3 932 660)

Equalisation – Amounts due from Subsequent Investor 4 790 783

Subtotal 29 015 840


Fair value gain 2 132 430

Interest Income 596

Expenses

Management fees (1 614 623)





Re-balancing:

– Fair value gains –

- Organisational Expenses –

- Operating Expenses –


Commitment Summary



Less: FibreCo guarantee (1 671 905)



General Partner

Funds Under Management $181 500 000

Active Funds 1

Active Portfolio Companies 3

IV. INVESTMENTS


16

Portfolio Executive Summary30 April 2015

Based on Total Commitment as at 30 April 2015

Convergence Partners Communications Infrastructure Fund

US$

Total LP Commitments 181 500 000

Total LP Drawdowns since Inception 24 764 632

Guarantee issued to Portfolio Company 1 671 905

Remaining Commitments 155 063 463

Total Number of Investments since inception

Number of Portfolio Companies at 30 April 2015 3

Total Distributions –

% of Total Drawdowns –

% of Committed Capital –

Key Fund Valuation Metrics

DPI (Distributions to paid-in-capital) –

RVPI (Residual value to paid-in-capital)

IRR

* Simple growth % (not IRR) due to short time period (< 12 months)

Breakdown by Committed Capital

TOTAL COMMITMENTS PORTFOLIO BY REGION PORTFOLIO BY SECTOR

BASED ON TOTAL CAPITALTOTAL $181.5M

Drawn

Guarantee

Undrawn

89%

10%

1%

89%

6%3%2%

89%

6%

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IRR21% -26% 114% 57%

Prior period investment multiple (B+C)/A

1.27 1.04 1.74 1.46

Unrealised Gains (losses) & accrued interest

$1 762 702

-$644 5652

$9 515 552

$10 633 702

Period change in Valuation -$370

428-$744

104

$3 246 965

$2 132 433

Valuation methodology*

N E N

Realised Proceeds (C) – – –

Reported Value (B)

$9 605 163

$1 859 292

$17 886 807

$29 351 262

Total Invested (A) $7

842 461

$2 503 844

$8 421 255

$18 767 560

Fund Commitment $9

514 702

$2 503 844

$2 503 844

$20 439 801

Final Exit date – – –

Initial Investment Date

8 Apr 14

30 Jul 14

11 Sep 14

Fund Ownership %

33% 52% 100%

Security Type

Equity Equity Equity

Company Name

1

FibreCo

2

Comsol

3 Synergy Communications

TOTAL

****


18

PORTFOLIO COMPANY UPDATE

FIBRECO TELECOMMUNICATIONS HOLDINGS PROPRIETARY LIMITED (FIBRECO)

DEAL TEAM: Doyle, Ferreira

Investment date 8 April 2014

Industry Fibre

HeadquartersJohannesburg South Africa

TEV at Closing $22.6m

Geography South Africa

Local Currency ZAR

Fund Ownership % 33%

CPCIF Investor Group Ownership %

33%

Other Shareholders Internet Solutions (33%)Cell C (33%)

Management Ownership % 0%

Board Representation 2 of 6

Board Members Ngcaba, Doyle

Investment Commitment $9.6m1

Invested Capital $7.8m

Amount invested since last reporting period

$0

Realised Proceeds $0

Reported Value $9.6m

Investment Multiple 1.3

Gross iRR (unrealised) (All Security types)

21%

1. Adjusted for short–term guarantee issued to FibreCo Telecommunications Proprietary Limited, a wholly–owned subsidiary of FibreCo

Investment background

Convergence Partners conceptualised the venture, which has been in development since 2010. The objective of FibreCo is to construct and manage an open access, redundant, high capacity fibre optic ring, initially between Cape Town, Johannesburg and Durban and later expanding to connect other large centres.

During Q4 2013, FibreCo completed the construction of the link between Johannesburg, Bloemfontein, East London and

also effected a fibre swap agreement on the Bloemfontein–Cape Town route with MTN. Key anchor tenant sales of $51m have gone unconditional and FibreCo has lit and is managing capacity on the initial routes on behalf of its anchor tenants.

CPCIF acquired the investment from ConvergencePartners Investments (CPI) as a seed investment.

Investment thesis/expectations

• FibreCo offers managed fibre to large telcos and ISP's. The company has developed and is marketing bandwith products for smaller capacity customers including smaller ISP's and enterprise customers.

• Evolving nature of data, including content consumption, will drive exponential growth in capacity demand.

• FibreCo's open access, shared infrastructure model provides an equitable entry point for all players into a previously restricted and costly segment of the telecommunications infrastructure ecosystem.

• Expectations: Exit through M&A with other network owners (upstream e.g submarine, geographical e.g. long haul owners with an African footprint, or downstream e.g. metro/access fibre owners).

Recent events & key initiatives

• NTP2/3: Conclusion of the term sheet has stalled due to a dispute between MTN and Vodacom. FibreCo investigating alternatives, including a project management role with rights to acquire fibre pairs.

• Smaller capacity sales are being realised and the sales pipeline is strengthening.

• Ongoing discussions with Cell C and IS around possibility to transfer transmission and access revenues to FibreCo from other providers.

• Shareholders have commenced a process to investigate exit options.

Investment Structure

Units/ Par

Total Invested

Reported Value

Realised Proceeds

Ordinary shares 110 $1 908 862 $3 903 806 $0

Shareholder loans

$5 993 600 $5 701 357 $0

Total $7 842 463 $9 605 163 $0

Guarantee $1 671 905 $0 $0


19

Capitalisation Rate MaturityClosing1

(31 March 2014)

Reporting date2

(30 April 2015)

Cash on Hand9.25%

ZAR$975 417 -$2 522 447

Shareholder loans

$17 957 415 $15 802 676

Debt5,25%-

9% ZAR$2 105 645

Total Net Debt -$975 417 $4 628 092

Equity $23 527 388 $28 815 490

Enterprise Value

$22 551 971 $33 443 582

Investment structure (as of 30 April 2015) Capitalisation (as of 30 April 2015)

Closing1 (31 March 2014)

Reporting date2

(30 April 2015)

12m Forecast(31 July 2015)

Revenue** $55 354 210 $6 514 559 $6 901 426

% Growth EBITDA $34 361 913 -$5 730 635 $939 625

% Growth EBITDA Margin

N/A N/A

TEV $22 551 971 $33 443 582 $33 443 582

TEV Multiple N/A N/A

Total Leverage $0 $0 $0

Total Leverage Multiple N/A N/A N/A

Financial results Company assessment

** 2014: FibreCo went live: key anchor tenant sale of $17m per customer was recognised

Valuation methodology

Primary Methodology – Net Asset Value

Health/risk assessment

Market – Economic

Market – Sector

Financial performance Despite being cash break-even and improving sales pipeline, financial performance is below expectation

Operational and management CEO has indicated desire to exit

Exit and dividend potential 5 year plan to be finalised in June board meeting: Exit opportunities being assessed

Regulatory Environment

Political Risk

Other Dispute between MTN and Vodacom affecting close of NTP2/3 term sheet

1. As at end of LTM period prior to Closing (period ended 31 March 2014)2. As at end of LTM period prior to Reporting Date (period ended 30 April 2015)

Colour Key:

Meets current expectations/needs Cause for concern exist Immediate action required


20


COMMUNICATION SOLUTIONS PROPRIETARY LIMITED (COMSOL)

DEAL TEAM: Doyle, Ferreira

Investment date 30 July 2014

Industry Wireless

HeadquartersJohannesburg South Africa


Geography Pan-Africa

Local Currency ZAR



52%

Other Shareholders 0%



Board Members Ngcaba, Doyle

Investment Commitment $2.5m



$0





-26%*

*Simple growth % (not IRR) due to short time period (< 12 months)


Comsol deploys and manages wireless data communicationsnetworks on behalf of its customers and, increasingly,where it has anchor tenants, providing access to wirelessnetworks as a managed service off its own balance sheet.

CPCIF acquired the investment from ConvergencePartners Investments (CPI) as a seed investment.


• General growth prospects underpinned by increased data demand, driving wireless broadband access deployments, enhanced by the large–scale deployment of long–haul fibre networks

• Wireless technology will co–exist alongside increased fibre networks as a quick and easy to deploy initial network as well as a cheap redundant solution. As such the technologies can be complementary to each other

• Expectation for exit through trade M&A activity


• Comsol national network (CNN) – CPCIF and management differences on risk/reward of proposed structure resulted in CPCIF decision to not pursue investment in its current form

• Comsol seeking alternative funding sources, failing which shareholders will assess alternatives

• Distraction from core business by focus on CNN project development being addressed


Units/ Par

Total Invested

Reported Value

Realised Proceeds

Ordinary shares 42 $2 503 844 $1 859 292 $0

Total $2 503 844 $1 859 292 $0


21


(31 March 2014)

Reporting date2

(30 April 2015)

Cash on Hand $1 447 $1 613

Bank overdraft 10% ZAR Overdraft $466 254 $846 399

Finance leases 9% ZAR 5 years $310 652 $247 968

Shareholder facility (share repurchase)

10% ZAR 02/2015 $495 434 $443 565

Bank facility (share repurchase)

10% ZAR 02/2018 $665 235 $493 810

Total Net Debt (cash)

$1 936 182 $2 030 127

Equity $4 946 619 $3 585 778

Enterprise Value $6 882 801 $5 615 907


Closing1 (31 March 2014)

Reporting date2

(31 March 2015)12m Forecast

(28 February 2016)

Revenue $15 186 786 $11 283 962 $14 167 930

% Growth -26% 26%

EBITDA $1 958 397 $1 031 647 $1 385 731

% Growth -47% 34%

EBITDA Margin 13% 9% 10%

TEV $6 882 801 $5 615 907 $5 615 907

TEV Multiple 3.5x 5.4x 4.1x

Total Leverage $1 936 182 $2 030 129 $2 030 127

Total Leverage Multiple 0.99 1.97 1.47



Primary Methodology – EV/EBITDA


Market – Economic

Market – Sector

Financial performance Underperformance due to distraction caused by focus on CNN and OPEX ramp-up in expectation of network

Operational and management Impact of CNN situation on operation and management

Exit and dividend potential Assessment of exit and divided potential absent with the CNN project underway

Regulatory Environment

Political Risk

Other We have noted the LPAC's point in including more comparable companies in valuation of Comsol current valuation has been impacted significantly by one (out of three) comparable showing a sharp decline in multiple due to company specific issues.

1. As at end of LTM period prior to Closing (period ended 30 June 2014)2. As at end of LTM period prior to Reporting Date (period ended 31 March 2015)

Colour Key:



22


SYNERGY COMMUNICATIONS (SYNCOM)

DEAL TEAM: Doyle, Wilson

Investment date 11 September 2014

Industry ISP

Headquarters Mauritius

TEV at Closing $8.0m**

Geography Various

Local Currency Various



N/A

Other Shareholders N/A


100% 2 of 4

Board Members Doyle, Wilson, Mauritius non-execs




$50K





114%*

* Simple growth % (not IRR) due to short time period (< 12 months)** For comparative purposes, TEV figures have been determined using the effective interest of the corresponding Skyband/Comzint and ISM figures


SynCom was established as the holding company for all of CPCIF's investments within the enterprise ISP sector across sub Sahara Africa. Its current investments are IS Mozambique and Skyband


• As SynCom gains scale it will be operationalised so as to be able to take full advantage of the benefits of scale and operational cohesion

• Value realisation of the portfolio of ISP assets will be attained through the realisation of SynCom and not the individual operations

• Exit is likely to be a trade or financial sale within 7 years and once critical size is attained (EBITDA>$20m)


• Appointment of a CEO, Geoff Hardwick

• A detailed strategy for SynCom is being further refined and KPIs attached thereto

• An acquisition in Cameroon is being progressed and should be concluded within the next quarter

• Refer to the separate entity updates for additional details of recent events within the underlying operations


Units/ Par

Total Invested

Reported Value

Realised Proceeds

Ordinary shares 400 000 $7 677 357 $17 192 646 $0

Shareholder loans

$694 354 $694 354 $0

Total $8 371 711 $17 877 00 $0


23


(31 March 2014)

Reporting date2

(30 April 2015)

Cash on Hand $305 092 $25 820

Shareholder loans $0 $695 129

Debt $31 054 $18 840

Total Net Debt -$274 038 $688 149

Equity $8 321 711 $17 192 646



Closing1 (30 September 2014)

Reporting date2

(31 April 2015)12m Forecast

(31 March2016)

Revenue $7 247 875 $8 406 493 $9 082 368

% Growth 16% 8%

EBITDA $1 693 871 $2 638 271 $2 319 570

% Growth 56% -12%

EBITDA Margin 23% 31% 26% On plan

TEV $8 047 673 $17 880 795 $17 880 795


Total Leverage $31 054 $18 840 $18 840

Total Leverage Multiple 0.0 0.0 0.0

Financial results** Company assessment


Net Asset Value


Market – Economic

Market – Sector

Financial performance

Operational and management

Exit and dividend potential SynCom strategy under development and key to exit strategy

Regulatory Environment Inherent risk associated with multiple operations across various jurisdictions

Political Risk

Other Need to attain scale through the acquisition of quality assets within a reasonable time period

1. As at end of LTM period prior to Reporting Date (period ended 30 September 2014)2. LTM period prior to Reporting Date (30 April 2015)

Colour Key:


Current portfolio Companies

Investee % stake Amount invested Reported value

1. Skyband 49.0% $5 317 356 $13 548 585

2. ISM 43.8% $3 004 355 $4 341 241

**For comparative purposes, LTM period prior to closing has been determined using the effective interest of the corresponding Skyband/Comzint and ISM figures. Financial results have also been determined using the effective interest in portfolio companies.


24


SKYBAND CORPORATION (VIACOMZINT LLC ) – HELD VIA SYNCOM

DEAL TEAM: Ferreira, Wilson, Gumede

Investment date 17 June 2014

Industry Wireless

Headquarters Blantyre, Malawi


Geography Malawi

Local Currency Malawian Kwacha



60% (DDMEA 11%)

Other Shareholders 0%


100% 2 of 7

Board Members Wilson, Ferreira




$0





173%*

*Simple growth % (not IRR) due to short term period (< 12 months)


Skyband is a wireless broadband internet service provider based and operating in Malawi. The company provides a range of Internet services using microwave, WiMax, VSAT and Wifi. The company currently has over 700 fixed and over 950 nomadic customers.

In June 2014, Convergence Partners together with Dimension Data Middle East Africa via Internet Solutions,


• Skyband is Malawi's dominant corporate ISP (c.65% market share) with multiple licensed band wireless networks and MPLs POPs, throughout the country.

• Steady Growth: The company has performed well over the past four years despite a tough trading and economic climate.

• Expansion capital to be injected will be utilised for network expansion. The efficiency of the improved network and increased product offering is expected to generation higher returns and better margins for the company.

• Expectations: To be an integral part of the Fund expansion into the Southern African market via Synergy Communications platform.


• Acquisition and roll–out of 16e network has added significant contribution to the density of the company's network and product offering.

• Expansion capital injected to be used for further network expansion, including potential deployment of metro fibre in key commercial centre in Malawi.

• Regulator has initiated a process to re–organise the current LTE spectrum assignments in 2.6 GHz 3.5 GHz bands. The exact details of migration plan and allocation is still unclear, as is the timeline to finalisation.

• 10% excise duty on mobile text messages and data transfers also mooted.

Completed the acquisition of 60% of Comzint for a total effective consideration of $6.5 million excluding third–party transaction fees. Convergence Partners invested $5.3 million (excl. costs) for a 49% equity stake in a combination of purchase of shares from existing shareholders and a capital injection.


Units/ Par

Total Invested

Reported Value

Realised Proceeds

Ordinary shares $4 337 356 $13 548 585 $0

Shareholder loans

$980 000 $980 000 $0

Total $5 317 356 $14 528 585 $0


25


(31 March 2014)

Reporting date2

(30 April 2015)

Cash on Hand $136 716 $3 867 718

Shareholder loans $2 000 000

Total Net Debt -$73 340 -$1 867 718

Equity $10 851 747 $27 650 174



Closing1 (30 September 2014)

Reporting date2


(31 March2016)

Revenue $8 612 966 $10 689 350 $10 766 672 On plan

% Growth 24% 1%

EBITDA $2 300 000 $4 914 760 $3 159 886

Sustainable EBITDA $3 900 000

% Growth 114% -36%

EBITDA Margin 27% 46% 29%

TEV $10 778 407 $25 782 456 $25 782 456


Total Leverage $63 376 $2 000 000 $2 000 000

Total Leverage Multiple

0.03 0.51 0.63



Primary Valuation EV/EBITDA


Market – Economic

Market – Sector Purchase of competitor Burco by TNM, potential sale of MTL fibre assets bring about uncertainty



Exit and dividend potential SynCom strategy under development and key to exit strategy

Regulatory Environment The regulator has indicated that it will be making a number of changes to the spectrum allocation licensing of operators. There is uncertainty as to how the changes will affect the business

Political Risk

Other Plans afoot to introduce a 10% excise duty on mobile text messages and all data transfers including internet and similar services

1. As at end of LTM period prior to Closing (period ended 30 April 2014)2. As at end of LTM period prior to Reporting Date (period ended 31 March 2015)

Colour Key:


26


IS–INTERNET SOLUTIONS MOÇAMBIQUELIMITADA (ISM) – HELD VIA SYNCOM

DEAL TEAM: Doyle, Wilson

Investment date11 September 2014

Industry ISP

HeadquartersMaputo,Mozambique

TEV at Closing $6.3

Geography Mozambique

Local Currency Metical

Fund Ownership % 43.8%


N/A

Other Shareholders DDMEA (46.2%)



Board Members Doyle(Alternate – Wilson)




$0





45%*

* Simple growth % (not IRR) due to short time period (< 12 months)


ISM is an enterprise and wholesale internet service providerin Mozambique. The company uses a combination of wirelessand fibre optic solutions to provide a range of enterprise grade solutions. ISM, which is headquartered out of Maputo, has points–of–presence in all of the key commercial centres across Mozambique and continues to expand in line with increased demand from its customers and the market.

On 1 September 2009, Convergence Partners Investments(CPI) acquired a 30% stake in ISM for $2.0m and DDMEAsimultaneously acquired a 35% stake. In February 2013, CPI acquired an additional 13.8% for $0.6m, and DDMEA acquired an additional 21.2% for $0.9m. In May 2014, the Fund acquired CPI's 43.8% stake in ISM for $3.0m.


• Strong Growth: Significant turnaround of the company undertaken prior to Fund's investment

• The Mozambique market, whilst competitive, has scope for growth and introduction of additional products. DDMEA continues to provide strategic product support so as to ensure ISM remains at the forefront of product offering and service quality

• Expectations: ISM will form a key part of the SynCom strategy. Additional capital injections may be required to undertake network expansion and/or market consolidation

• Exit potential: The most likely and optimal means of exit will be as part of an exit of the entire SynCom structure, of which ISM forms part. A trade sale is also an option (e.g. DDMEA)


• Strategy: Detailed market analysis completed so as to inform medium to long term strategy

• Network: Capacity of the backbone in Maputo being increased to support the recent significant growth in capacity in the ISM network

• Changes in the competitive landscape present a need to increase the scale of ISM so as to remain relevant and competitive. Need for self provision of more elements of the network, metro fibre in particular



Units/ ParTotal

InvestedReported

ValueRealised Proceeds

Ordinary shares 16 893 129 $3 004 355 $4 341 241 $0

Total $3 004 355 $4 341 241 $0


27


(31 August 2014)

Reporting date2

(30 April 2015)

Cash on Hand $543 610 %251 671

Debt $0 $0

Total Net Debt -$543 610 -$251 671

Equity $6 859 258 $9 911 540

Enterprise Value

$6 315 648 $9 659 838


Closing1 (31 August 2014)

Reporting date2


(31 September 2015)

Revenue $6 912 149 $7 234 500 $8 691 093

% Growth 5% 20%

EBITDA $1 294 226 $1 660 436 $1 760 789

% Growth 28% 6%

EBITDA Margin 19% 23% 20% On plan

TEV $6 315 648 $9 659 838 $9 659 838


Total Leverage $0 $0 $0

Total Leverage Multiple

0.0 0.0 0.0



EV/EBITDA

1. As at end of LTM period prior to Closing (period ended 31 August 2014)2. As at end of LTM period prior to Reporting Date (period ended 30 April 2015)


Market – Economic

Market – Sector



Exit and dividend potential SynCom under development and key to exit strategy

Regulatory Environment Various amendments to ICT regulations being promulgated

Political Risk

Other Need to secure access to metro fibre and increase remuneration of the network

Colour Key:


42%58%


28

A. Operating Expenses – Transaction costs incurred

Transaction costs (as of 30 April 2015)

Investment Amount billed StatusTransaction Successful/

Unsuccessful

% of Due Diligence Cost

Incurred

Probability of closing

(High/Medium/Low)

Project Benguela 27 863 Complete Unsuccessful N/A N/A

Project Calabar 9 324 Complete Unsuccessful N/A N/A

Project Cheetah 67 322 Complete Unsuccessful N/A N/A

Project Cankuzo 167 104 On-going Pending 100% Medium

Project Peregrine 139 265 On-going Pending 100% High

Project Pink 204 383 On-going Pending 100% High

Total 615 261

Project BenguelaBusiness Description:

Stage of process internally:Current status:

Metro fibre owner and operator in Lagos, NigeriaIC sighting and approval of due diligence costsFailed – lack of agreement on final terms as resultof the outcomes of the due diligence

Project CheetahBusiness Description:


Out–of–Home Media player in Sub–Saharan AfricaFinal IC approval obtainedTransaction lost in competitive process to higher bidder

Project CalabarBusiness Description:


Metro and Access Fibre wholesale player in South AfricaIC sighting and approval of due diligence costs of up to US$100 000Discontinued process after Phase1 of due diligence due to concerns arising

Project CankuzoBusiness Description:


Wireless ISP based in CameroonIC sighting and approval of due diligence costs of up to US$165 000Currently negotiating terms

Project PelegrineBusiness Description:


4G player in LagosIC final approval is to be imminently soughtCurrently negotiating final legals

Project PinkBusiness Description:


Payments validation and processing company servicingthe public and corporate sector in Nigeria.IC final approval is to be imminently soughtCurrently negotiating final legals

Break Costs Annual Limit Wireless

Fibre

Remaining

Annual Operating Expense Limit

28%

9%

63%

Unsuccessful Transactions to

date

Transactional Costs (Ongoing Transactions)

Remaining

Other operating expenses

27%

12%61%

Transactional Costs (Ongoing Transactions)

RemainingOther

operating expenses

Overall Operating Expense Limit

Tel +27 11 550 5320 Fax +27 11 550 5321www.convergencepartners.comfundreporting@convergencepartners.com3rd Floor, 30 Jellicoe Avenue, Rosebank, Johannesburg

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Design

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synergy communications

introduction quarterly

capital requirements