stepping stone equity_brochure

Your leading corporate advisory firm

1. Introduction

2. Benefits of listing

3. Which exchange

4. Which listing vehicle

5. Preparing for an IPO

6. Board structure and corporate governance

7. Timetable

8. Prospectus – why you would need one and the requirements

9. Who does what for listing

10. Importance of post listing performance

11. Explanation of capital management strategy and post listing work

12. Case study of 2GM and M77

13. Why use us

14. Contact

Table of ConTenTs

1. InTroduCTIon

Stepping Stone Equity is a leading corporate advisory firm delivering successful corporate outcomes through stock exchange listings and portfolio management. Our speciality is listing international businesses on the German Deutsche Börse and ongoing management of these assets via our unique capital management strategy approach.

Listing your company on a stock exchange is an exciting and potentially overwhelming experience. The key to a company’s listing and ongoing success is partnering with the right advisors and managers. Stepping Stone Equity offers specialist stock exchange listing services that covers multiple disciplines and sectors. The key to our corporate outcomes is the portfolio management of your core assets through a long-term approach and delivery.

Stepping Stone Equity have partnered with Gebo Equity Management to bring an exciting full service listing package. As your trusted advisors, we manage the listing from the initial decision until 12 months after the listing. This includes working with financial, investor relations and legal teams to execute your company’s listing strategy. Once listed our capital management strategy works to build shareholder value and liquidity through this major phase in any business’s life cycle.

• Access to Capital: By offering stock for sale to the public, a company can access a substantial source of corporate funding

• Institutional Investment: It is also easier for a public listed company to attract institutional investment without having to undergo the hassle of negotiations

• Investor Confidence: The creation of public shares effectively increases investor confidence

• Transparency: Greater transparency and trust in capital markets drives greater liquidity and higher valuations

• Prestige: A public offering of stock can help a company gain prestige by creating a perception of stability

• Image: Public firms tend to have higher profiles and greater visibility than private firms

• Publicity: A public company generates prestige, publicity and visibility, which are effective when marketing your company

• Mergers and Acquisitions: Once a company is public and the market for its stock is established, the stock can be considered valuable when acquiring other businesses

• Capital Growth: A listed dynamic company with a strong management and sound business plan has the ability for its capital value to grow much quicker than a private company

• Liquidity for Shareholders: To sell the stock of a private company, a stockholder must find another individual that is interested in owning the shares; by going public, a company creates a market for its stock enabling shares to be used as liquid funds

• Effective Exit Strategy: One of the important benefits of being public is liquidity – potentially offering great reward and financial freedom for the founders and employees. It creates a public market for the stock, which provides a potential exit strategy and liquidity to the investors

• Phase Out Management: Succession management issues are resolved through steady value related phase out planning, as well as viable exit strategy for venture capital and private equity firms

• Future Capital: Growing companies constantly need access to new capital and once public, firms can easily go back to the public markets to raise more cash

• Compensation: Many companies use stock and stock option plans to attract and retain talented employees

2. benefITs of lIsTIng

3. WhICh exChange – german deuTsChe börse

Located in Frankfurt, Germany, the financial centre at the heart of Europe and home of the Euro and European Central Bank, the Deutsche Börse is your direct gateway to the world’s capital markets.

Not only is it the world’s third largest stock exchange, it is also one of the oldest with a history that stretches back more than 400 years. Over 35 percent of investment capital worldwide is directly connected with the Deutsche Börse and is recognised as one of the most innovative transaction service providers, pioneering the uses of state-of-the-art technology to help issuers and investors to access its markets from around the world.

For companies of all types, sizes and nationalities, the Deutsche Börse offers access to a deep pool of investment capital, while bringing share buyers the benefits of a transparent and liquid market on which they trade.

• LargestStockExchangeinEurope

− Approximately 10,200 companies traded

− 88% international companies− 70 countries represented

• LargestlistedExchangetradedfunds (ETF) Market in Europe

− 279 ETF’s, 40% European market share

• LargestWarrantsplatforminEurope

− 120,000 warrants

• LargestFixedIncomeOffering

− 26,000+ bonds (35% international)

• LargestActivefundpool

− 3,300 traded active funds

• Robustderivatives/hedgingplatform

− Equity futures and options

− Index futures and options

− REIT’s

France 8%

UK 21%Germany 36%

USA 24%

Oth

ers 4%

Neth

erland

s 5%

Switzerlan

d 2%

Deutsche Börse Listing Segments

RegulatedMarket:

TheRegulatedMarketisanorganisedmarketinaccordancewithsection2(5)oftheGermanSecuritiesTradingAct (Wertpapierhandelsgesetz). General Standard and Prime Standard issuers have the choice of two segments in theRegulatedMarket,basedontheEuropeanUnion(EU)transparencystandards.

RegulatedUnofficialMarket:

IntheRegulatedUnofficialMarkettheDeutscheBörseprovidestheFirstQuotationStandard,splitintoFirstQuotationBoardforprimarylistingsandSecondQuotationBoardforcompaniesalreadyadmittedtotradingonadomestic or foreign exchange-like market, the Entry Standard. Both of these enable companies to enter markets with fewer transaction costs and transparency requirements.

3. WhICh exChange – german deuTsChe börse ConT

Markets Listing segments

Regulated Market

(regulatedbytheEU)

Prime Standard

General Standard

Regulated Unofficial Market

(FirstQuotationStandard:regulatedbytheexchange)

Entry Standard

FirstQuotationBoard

3. WhICh exChange – german deuTsChe börse ConT

How Does the Deutsche Börse Compare?

How does the Deutsche Börse compare to other exchanges?

Deutsche Borse Other markets

First Quotation

Entry General Prime AMEX NASDAQ OTCBB AIM Alternext ASX

ReportingRequirements

Lowest Very Low Very Low Low Highest Highest High Very Low Very Low High

Ongoing reportingAnnual

(unaudited)

Semi-Annual (Audited annually)


Quarterly(Audited annually)

Quarterly(Audited annually)






Historical audited financials

None 1 year 2 years 3 years 3 years 3 years 3 years 2 years 1 year 3 years

SoxRequirements None None None None Yes Yes Yes No No Similar to

SOX

Institutionalbase/liquidity

Intermittent Lower High Highest Highest Highest Sporadic Low Low Low

Exchange support Yes Yes Yes Yes Yes Yes None Yes Yes Yes

Capital Requirements

Lowest Lowest Lowest Lowest Highest Highest None Low Low High

Listing on the Deutsche Börse requires a specific listing vehicle. Many businesses choose to register public limited company(PLC)registeredintheUKasanInternationalHoldingcompany.

Benefits of a new UK International Holding company include:

• Taxation

• SimplicityandReporting

• EasytounderstandLegalFrame

• Europeanbased

• Investorcomfort

Key actions required to move to a UK Holding PLC include:

• Shareholderapprovalmeeting

• Assetorbusinesstransfer

• ScriptforScripttransferoftenmeansanontaxableevent(independentreviewrequired)

• Holdingsinnewentitytomirrorcurrentshareholding

Investment instruments for trading on the Duetsche Börse include:

• EquitiesandFamiliarSecurities

• Bonds

• Funds&EFT’s

• REIT’s

• Commodities

• ETN’s

4. WhICh lIsTIng vehICle

• Thecorporatestrategyandthebusinessplanwillformthecoreofduediligence,prospectusandtheinvestmentcase

• Refinethebusinessplantoassistthelistingprocess,includingcorporateandoperationalstrategy,operational/management processes which all form the rationale for the listing

• Marketgrowthassumptionsincludingmarketanalysisandgrowthdrivers

• Budgetsandfinancialmodelandforecastingplansshouldbestretchingbutrealisticandrobust

• Meetingbudgetedperformanceintherun-uptothelistingiscriticallyimportant

• Currentandfuturecapitalstructureshouldbeassessedandplannedtoincludetherequirementforadditionalequityor debt finance to fund the business plan and dividend policy

• ItisimportanttodemonstratethebenefitsofearlyadoptionofPLCstandardsandprocedures

− internal systems, reporting, corporate governance, corporate website etc

• Housekeepingitemsthatwillneedtobeaddressedpriortolistingsuchas:

− ensureallcontracts/arrangementsareonarms’lengthcommercialterms

− establish public company standard internal systems and controls

− address any tax structuring arrangements

− address any outstanding litigation or disputes

− complete any internal restructuring or reorganisation

− complete any major IT systems changes or upgrades

− reviewofcorporatestructure/articlesofassociationforcompatibilitywithpubliccompanystatus

5. PreParIng for an IPo

Strategy and Business Plan

Housekeeping

• Investorswillexpecttoseeahighlyqualifiedboardofdirectorscapableofdeliveringthebusinessplan;atleastonedirector should have had previous experience in listed company management

• Ahighquality,experiencedmanagementteamwillberequiredforasuccessfullisting

• Listingprocessistimeconsumingandwillabsorbsignificantmanagementtime,particularlyfortheCFO(ideallylisted company experienced), so management and finance team responsibilities need to be clearly defined

5.PreParIng for an IPo ConT

Board of Directors and Management Team

• Earlyappointmentofreportingaccountantsandreviewofaccountsandpoliciesisrecommended.Thereisaneedto focus on appropriateness of accounting policies including best market practice in terms of revenue recognition, capitalisationofcosts,R&D,treatmentofexceptionalsandgoodwill

• Reviewofhistoricperformanceandaccuracyofbudgeting.Theprospectuswillneedtoincludeadetailedquantitative and qualitative description of the financial results and trends of the business over the last three years

• Identificationofinternalandexternalkeyperformanceindicators(KPIs)forthebusinesswillensuretherequiredlevelof financial and operational performance is available up to public company standards

Financial and Accounting Issues

Debt Funding

Accounting & Legal Advisors

• Corporatedebtfacilitiesmayberequiredaspartoffuturecapitalstructure

• Planning,structuring,negotiatinganddocumentingdebtfacilitiesrequiresalongleadtime

• Debtfundingisinterlinkedwithduediligenceprocessandworkingcapitalreport;lenderswilluseduediligenceworkforcredit approval process

• Integratedfinancialsponsoranddebtadvisoryrolescanenhanceprocessandexecution

• Earlyappointmentofaccountantsandlawyersisadvisable

− Accounting:Importanttohavewellknowncompanyastheduediligenceprovidergivenbrandandmarketreputation

− Legal:Importanttoselectexperiencedfirmofcorporatelawyerswithplentyoflistingexperience

Corporate Governance is the responsible management and supervision of a company with a strong focus on the creationofsustainablevalue.Thefollowingaspectsareofvitalimportanceinthiscontext:

• Openandconsistentcommunicationwithinvestorsandcustomers

• Efficientinternalandexternalcontrolmechanisms

• Transparentaccounting

• Reportingontime

• CombinedCodeonCorporateGovernancetosetoutstandardsofgoodpracticeinrelationtoboardcomposition, remuneration, accountability, audit and relations with shareholders (the Combined Code provisions are not mandatory – the principle is for Official List companies to “comply or explain”)

• Atleasthalfoftheboard,excludingtheChairman,shouldcompriseindependentnon-executivedirectors(NEDs)

• ForsmallercompaniestherecommendationisforatleasttwoindependentNEDs–oneoftheseNEDsmusthave recent and relevant financial experience

• AChiefFinancialOfficer(CFO)whohaslistedcompanyreportingexperienceandabletosetthestandardsrequired to meet regulatory and transparency demands

• Therolesofchairmanandchiefexecutiveshouldbeseparated;achiefexecutiveshouldnotinthefuturebecome a chairman of that same company

• Aseniorindependentdirectorshouldbeavailabletoallshareholdersandshouldattendregularmanagementmeetings with a range of major shareholders

6. board sTruCTure and CorPoraTe governanCe

Gebo/Stepping Stone Listing Execution Plan &Timetable

7. TImeTable

Gebo/SSE Seek Market Maker Agt. to take on Listing

• GatherallCompanydata• DoDueDiligenceby

reviewing− Company set up− Mgtstructure&capability− BusinessPlans&Targets− Company valuation− Major Milestones

• PrepareShortFormIM• PrepareFinancialModel• PresenttoMarketMaker• AgreementAchieved

2 75Engage

IRSpecialistExecute

Agreement

Investor Relations Process Pre Listing

• Organisecompanydataandstory• SetoutIRstrategy-whichportals• Preparenewsreleases• OrganisepressinterviewwithMgt.• Promotelistingstatusupdates• Awarenessofgeneralbusinessactivity

Investor Relations Process Post Listing

• AnnouncelistingonDB• ExecuteIRstrategyworldwide• Preparenewsreleasesin

various European languages• Workwithcompanyon

continual updates• Ensureallinformationflowaccurate

Investor Process Post Listing

• Organisefundraisingroadshows• BooksBuildingCommences• Oneonone&GroupPresentation• Booksclose• PricingandAllocation• PublicationofProspectus• Admissions&Lock-in

IR Strategy

6 Engage for Prospectus Prodcution

1Gebo/SSEEngaged

Application Fee Paid

3Gebo/SSEListing

Agreements Executed Listing

Fees Paid

8RaisingMoney

by selling Treasury Stock

on Market

FundRaisingfrom Prospectus Institutional and RetailInvestors

Company Listed on Deutsche Boerse

1 2 3 4 5 6 7 11 26Launch ProspectusWeeks

Capital raising as requiredListing

4Listing Process

Work with Market Maker on listing processandorganise:

• Setupofnewlegalentityforlisting• Accountwithdepositorybank• Detailsofshareregister&requirements• Sharespreadvalidation• AccountwithComputershare• Allmattersrelationtoregistration• Allcomplianceissuesrelatingtolisting• Presentationmaterialforlistingcommittee• Workwithcompanypostlisting

Communicaiton Strategy in Place Creating Buzz & Excitement

Move to Higher

Standard on DB

A prospectus is optional for the first quotation standard but strongly recommended and will be required for anyofthefollowing:

• ListingontheEntry,GeneralorPrimemarket;

• Listinginlieuofauditedstatementthatcompanyhasnominalpaidupequitycapitalof€ 500,000;

• ForretailinvestorcapitalraisinginEurope;

• ToallowforaneffectiveIRcampaigntoimproveliquidity;and

• Toimprovetransparencyandinvestorcomfort.

8. ProsPeCTus – Why you Would need one and WhaT are The requIremenTs

8. ProsPeCTus – Why you Would need one and WhaT are The requIremenTs ConT

• Timetable&offerstatistics

• Summaryofkeyinformation

• Marketoverview

− Marketsize,growthrates,keydrivers&competition

• InformationontheGroup

− History of the Group

− Description of principal business activities and markets

− Group’s strategy

− Customers&suppliers

− Keystrengthsofthebusiness

− Management&employees

− Intellectual property

• Riskfactors

• Directors,seniormanagement&corporategovernance

• Financialreview(MD&A)andprospects

− Descriptionoffinancialresults&trendsforlast3financialyears

− Significantaccountingpolicies&practices

− Liquidity&capitalresources

− Working capital

− Dividend policy

− Currenttrading&prospects

• Shortformaccountants’reportforlastthreefinancialyear

− incomestatement,balancesheet,cashflowandnotes

• Proformastatementofnetassets

• TheOfferandrelatedmatters

− Details of the Offer

− ReasonsfortheOfferandtheListing

− Useofproceeds

− Stabilisation&over-allotmentarrangements

− Lock-up arrangements

− Securities laws

• AdditionalCompanyInformation

− Incorporation and share capital

− Memorandum and Articles of Association

− Share option arrangements

− Principal subsidiaries and premises

− Directors’ service contracts and remuneration

− Directors’ and significant shareholdings

− Material contracts (incl. underwriting agreement)

− Litigation

− Taxation

− General (consents, estimate of expenses)

− CPR

• Definitions&glossary

Key Components of a Prospectus Key Components of a Prospectus continued

Stepping Stone/Gebo Equity Management

Preliminary Services

• ReviewofCompanybasedatainordertoprovide:

− Scopingforoverallplanandbusinessobjectivestoestablishreadinessforlistingwhichwillentail:

• ReviewofCompanysetup

• Reviewofmanagementstructureandcapability

• Reviewofbusinessplansandfinancialforecasts

• ReviewofCompanyvaluationandmethodology

• Reviewofmajormilestones

• LiaisewiththeCompany’sprofessionaladvisers,ifrequired,togainapprovalofthecapitalstructure(basedoninformation supplied by the company)

− Preparation of initial special purpose short form Information Memorandum for exclusive use to gain support in principle for listing process from a Market Maker;

− Model the capital growth plan in order to establish the pre-listing share split, approximate market valuation and share price.

Listing Services

• Transformationintoalegalforminordertolistthecompanyonaprescribedstockexchange:

− Capital proposal and structure required

− LiaisewithUKcompany’sofficetohavelegalformforlocalregulatorstosetupinpre-allocatedlistedcompany mode

− Set up legal entity

9. Who does WhaT for a lIsTIng?

9. Who does WhaT for a lIsTIng? ConT

• Informationabouttheissuer(company,office,legalform,authorisedpeopletorepresent):

− Organiseregisteredoffice/sandrepresentationinwhatevercountryrequired

− Contact details

− Assess board capabilities and any other key personnel required

− Information and personnel audit

− Liaise with third party providers to ensure completion

• Certificateofgoodstanding:

− Work with relevant authorities to ensure this is issued

• Annualfinancialstatement:

− Company to provide and we will assist in ensuring this is adequate to meet IFIS regulations

− Any audit material if available provided Annual financial statement

• Theissuerhastoprovideevidenceofanominalcapitalof€ 500,000-paidincash:

− Provide an audited statement and evidence to listing committee of the nominal capital being in place not older than 2 months from listing

− Alternatively a full prospectus document has to be provided to meet listing rules (additional cost involved)

• Whattypeofequityanddebtbeingincludedandkindofquotations(e.g.shares/certificates,mutualfundsharesandother):

− Assist and give advice to the Market Marker for the necessary requirements; assure acceptance


• InformationMemorandumorIssuerDataForm(IDF):

− Reviewexistingdata(noolderthan6months)

− Ensure detail meets with Market Makers requirements and format

− Address and reformat as necessary

− English and German if needed (this may involve an additional cost)

• Avaluationofthecompanyandofthesecuritiesbyanindependentresearchagency(optional):

− If pushing barrier on valuation and cannot readily justify valuation then this may be needed

− If required organise an independent valuation for the Market Maker and listing committee to support the opening bid

− This is and additional cost outside the control of consultants

• InternationalSecuritiesIdentificationNumber(ISIN):

− Application in order to acquire ISIN in conjunction with the company

• CommitteeonUniformSecuritiesIdentificationProcedures(CUSIP):

− ApplicationinordertoacquireCUSIPinconjunctionwiththecompany

• Fulfillmentofthesecuritiestradinghastobeensured.Thereforeageneraldepositofsecuritieshastobeaccomplished, commonly known as Treasury shares or other shareholder shares. There are a number of banks in Germany and Switzerland that could act as depositories (there will usually be a yearly fee for the security custodyservice):

− Work with Company to set up holding of treasury stock

− Set up Gebo as the authorised signatory

− Assist where necessary to open up the required bank accounts

− ConfirmationtotheMarketMaker,theexchangeandClearstream/CRESTthattherearenorestrictiononfreely tradable shares

• Alistof100shareholderspread(whichwouldtypicallyrepresentapproximately2percentequity):

− Gebo to identify and establish that international spread

− Introduction of a transfer agent

− Maintain share holder register

− Liaising with company to design share certificates

− Printing and distributing the relevant certificates to the shareholders

• TheCompanyhastobeacertifiedenterpriseadmittedtothestockexchangeattheFrankfurtStockExchange:

− Liaise with Market Maker to ensure that the company conforms to these regulatory requirements



• Non-recurringlistingfeefortheMarketMakerandExchange:

− Payment of fees to all relevant authorities and third party providers to ensure listing

• AnnuallistingfeesfortheMarketMakerandExchangeandShareRegistry:

− Ensure the company obtains best value for the fees paid direct by the company

− For Australian companies a GST invoice can be submitted if requested

• Anorderbookbrokerforthesequentialquotationsofthesecurities:

− An agreement between Gebo and the Market Maker in order to maintain an orderly market

• Alldata,formsanddocumentsaretobesubmittedaboutthecompany:

− The company appoints Gebo to organise, control and act on its behalf for all documentation appertaining to the listing in an orderly presentation

Market Maker

RenellWertpapierhandelsbankAG(www.renellbank.com/en)isalongestablishedandsteadilyexpandingmemberfirm of the Frankfurt Stock Exchange, as a combination known as the “Consultants”;

Theircorebusinessisonmarketmaking(officialbrokerinfloortrading),financialbrokerageandIPOadvisory.PeterRenellWertpapierhandelsgesellschaftmbHwasfoundedin1985,andwasadmittedtotheFrankfurtStockExchangeasanofficialbroker(“amtlicherKursmakler”,todaycalled“Skontroführer”).Thecompanywasregistered with the Frankfurt Stock Exchange initially as an official broker for German and foreign warrants, and since 1993 for German stocks. The business has since listed more than 400 clients with the major service for clients of lead broker to the Frankfurt Stock Exchange.


Investor Relations and Public Relations Team

Co-ordinationofIRandPRstrategyandmaterialsforIPOincludingpressannouncements,presscoverage,employee communications and non-connected analysts communication vital to the development of the company immediately post listing.

ItisimperativethattheIRmanagementishandledinaco-ordinatedandprofessionalwayinorderto:

• BuildinthestorybehindtheimmediatecapitalraiseinsharepriceusingourCapitalManagementStrategy;there needs to be co-ordinated substance in the way this is carried out.

• Undertakecapitalraisingwhichiskey,andneedstobemanagedprofessionallybothfromaretailpointofviewas well as the need to build liquidity to encourage institutional investors.

• Undertakecapitalraisingthroughinstitutionalinvestorsoncebaseisestablishedinthestock

We provide introduction to our professional service provider that has a proven track record in this area and a term sheet will be produced for this intensive activity on a rolling 6-month basis.

Company Management

• Developthebusinesscaseforlisting

• Makekeydecisioninrelationtolisting

Importantly, management also need to continue to manage the business effectively during and after the listing process.


Accountant / Auditor

• Verifycompanyaccountantsandforecastfinancials

• CompanyBalanceSheetandManagementaccounts

• LatestCompanyAccountsandForecastfinancials

• AuditConfirmationofPaidupCapital

• € 0.10 cents Par Value share confirmation

• Companyandshareholdertaxadvice

Legal

Primary role is to ensure that the company documentation addresses all legal and regulatoryrequirements.Theroleofthecompany’slegalcounselwillalsoinclude:

• Legalduediligence

• Adviceoncorporatestructureandtaxclearances

• Negotiationofallcontractualagreements

• Memorandum&articles,servicecontractsandincentiveschemes

• Documentationandverificationoftheprospectus

10. ImPorTanCe of PosT lIsTIng PerformanCe

Issuer performance post listing is critical in establishing the company’s credibility with investors and central to this is the absolute necessity of delivering the market’s forecasts immediately post listing. Failure to do so undermines investor confidence in the business and the management team for the medium term; market forecasts at listing should therefore be suitably prudent and achievable, ideally with the potential for subsequent upgrades.

Immediateprioritiesfortheissuerpostlistingshouldbe:

• Thedeliveryofthebusinessplanandforecasts

• Theestablishmentofatrackrecordof“underpromisingandoverdelivering”

• Theadoptionofanapproachof“nosurprises”intermsofcorporatedevelopmentsandfinancialreporting

• Thedevelopmentofahighqualityandsupportiveshareholderbase

• Thedevelopmentofawell-informedandsupportiveinvestorbasethroughaproactiveinvestorrelationsprogram is key

• FacilitatesexecutionofthecorporatestrategyintermsofM&Aandequityfundraisings

• Generatespotentialdemandforfollow-ondisposalsfromsellingbyshareholders

Whenchosentobeyourtrustedadvisors,SteppingStoneEquity/GeboEquityManagementwillmanagethelistingfromtheinitialdecisionuntiloneyearafterthelisting.ThisincludesworkingwithFinancial,InvestorRelationsandLegal teams to execute your company’s listing strategy.

Workwithcompanymanagementforupto12monthsincludesthefollowing:

• DevelopandexecutetheCapitalManagementStrategy

• AssistinallissuessurroundinglistingcomplianceuntiltheCompanyisinapositiontomanagethoseissuesitself;

• WorkwiththeMarketMakertoguaranteeacontinuousmarketforthecompany;

• Assistandadviseonstrategiessurroundinginvestorrelationsandpublicrelations;

• Workwithfunderstofinessebesttimingforfunding;

• Liaisewithshareregistryinrespectofprivateplacementissues;

• Adviseoncontinuinglistingobligations;

• Setupsharetradingaccount;

• Createshareholderreturns;

• Maintainanorderlymarket

11. exPlanaTIon of CaPITal managemenT sTraTegy and PosT lIsTIng Work

2UP Gaming PLC (2GM:GR)

Listed – May 2011Listing Price – € 0.08 cents

Price(23/8/11)–€ 0.49 cents

Market Capitalisation – € 141,900,000

2UPGamingcasestudytakenoverathreemonthperiodfrominitiallisting

Millhouse, Inc PLC (M77:GR)

Listed - February 2011

Listing Price – € 0.06 cents

Price(28/6/11)–€ 0.45 cents

Market Capitalisation - € 112,500,000

Millhouse case study taken over a five month period from initial listing

12. Case sTudy of 2gm and m77

OurCapitalManagementStrategyassistedboththesecompaniesindeliveringhighshareholdervalueandinaddition:

• Secure200millionEuroofCommitmentsfromtwofundmanagers

• Firmupontheassetvalueneededforlisting;

• ArrangesynergisticacquisitionsbasedonshareequityoncelistedgivingimmediateaccretiveEBITDA;whichledto

• Immediatelybuildingontheirlistingmarketcap;

• ProvidingfortimelyandimportantIRandPRtoenhancetheirstory;and

• ExecuteJV’s

0.55

0.50

0.45

0.40

0.35

0.30

0.25

0.20

0.15

0.10

0.05

24.05.11 01.07.11 01.08.11

0.60

0.50

0.40

0.30

0.20

0.10

0.0

28.02.11 02.05.11 01.07.11

Stepping Stone Equity is a leading corporate advisor delivering sustainable corporate outcomes through stock exchange listings and portfolio management. Stepping Stone Equity applies specialised experience and an international network across a range of disciplines and sectors. Together with Gebo Equity Management, our speciality is listing international businesses on the German Deutsche Börse and ongoing management of these assets via our capital management strategy.

Listing Team

Richard Walker is the principal of Gebo Equity Management, a boutique corporate advisory firm specialising in InvestorRelationsandlistingservicesfortheFrankfurtStockExchange(DuetscheBörse).Richardhasanin-depthunderstanding of structuring unusual transactions and specialises in public company listings. He has completed several postgraduate degrees including a Masters at a Distinction level and is a Fellow of the Institute of Company Directors. He has worked at senior levels for several large multinational corporations with over 30 years experience including Deutsche Bank, BP Australia, the Packer and Lang Walker family offices. Most recently he has been a DirectorandChairmanofpubliclylistedcompaniesandpartoftheIMO/IPOfloatprocessafterfloatinganumberof companies. He has a successful corporate advisory background having advised numerous companies on strategy, financeandinvestorrelations.Richardhasastrongbusinesssense,excellentbusinessconnectionsgloballyandhasa successful track record in Singapore, Malaysia, Germany, and Switzerland. He has completed numerous listings ontheDuetscheBörseandhisclientsinclude:

13. Why use us?

• 2UPGamingPLC

• MillhouseIncPLC

• ConsolidatePressHoldingsLimited

• TransfieldCorporateLimited

• NexisHoldingsLimited

• PlacerDomeLimited

• AmalgamatedHoldingsLimited

• DataDotLimited

• MultiPurposeBankBerhad

• TradiumLimited

13. Why use us? ConT

James Skinner is the Executive Director Stepping Stone Equity and has a background in financial services focused on equity markets, corporate structuring and finance solutions. He is intensely entrepreneurial, with extensive knowledge of the SME market which has lead to the success of Stepping Stone Equity and its clients. After leaving university JamesworkedasaSalesAuditorforDavidJonesLimitedandthenmovedtoCGUInsurancelimited.Inearly2003hefoundedAMJPropertyGroupthatfocusedontheacquisitionandsaleofpropertyassets.Buildinganddivestingover100 properties he merged the company with Australia Consolidated Planning and Insurance Group, a financial planning business licensed by Australia’s largest retail financial services company.

In2007JamesstartedSteppingStoneEquityinordertofocusoncapitalraisingandstructuringinthecorporatesector. He has now developed Stepping Stone Equity into an internationally focused company with a network of global authorised representatives and a combined market capitalisation of companies under the capital management strategy in excess of $1 billion.

In 2009 he launched www.littlegreengenie.com; a software company measuring and offsetting carbon emissions of computers as a side line project. The little Green Genie Software is now used internationally in over 30 countries.

His major area of experience in finance solutions, corporate governance and company structuring and he has held directorships in both the private and public sector.

Terry Richards is CEO of Stepping Stone Equity and brings considerable corporate multi-national management experiencetothecompanyholdingdownnumerousseniormanagementpositionsincludingDirector&GeneralManager (8 years) of Boral Tyres Pty Ltd. Previous to that, Terry had 24 years with the Shell Group of Companies working both in Australia and Europe. During this time he held many senior executive management positions which have given him a tremendous background of experience. He has operated a number of large retail brand named networks during his career and has much experience in the area of franchising. For the past 4 years he has been specializing in assisting and developing high growth SME’s particularly in the area the area of capital raising. This has now grown to an international level where he is providing both listed and high growth unlisted companies with opportunities to develop their business models by improving their funding capabilities. Terry has held directorships in both the private and public sector.

Kelly GloveristheInternationalBusinessDevelopmentManager.KellyspenthisfirsttwoyearswithSteppingStoneEquity as Executive Manager of Investment Services, and in his short time in capital raising has secured in excess of$100millioninpre-listingcommitmentsforarangeofcompanies.PriortojoiningthefirmKellywasaSeniorAssociate for an institutional fund focused on global markets in the listed mids caps space. As International Business Development Manager he has become a business development leader with a record of creating and executing global businessdevelopmentstrategies,andinturndrivingperformanceandgrowth.Kellyhasstrongstrategic,analytic,organizational leadership and communication skills and an entrepreneurial spirit with an infectious level of energy and enthusiasm. This ability allows him to easily and quickly identify new markets and attract new clients and is able to provide in-depth analysis on a company including its strengths, weaknesses, opportunities and threats to assist in the developmentofastrategicplanforthefutureofthedeal.Kellyisaverygoodnetworkerandhasformedanextensivenetwork of business professionals across the globe and maintains a strong and ongoing relationship with them.

Gerhard Moll has over 15 years experience working as a commercial lawyer in a number of major Melbourne law firms. Since 2006 he has been the principal of Argus lawyers, a law firm which provides both legal and strategic advice to commercial enterprises of all sizes located on the east coast of Australia. Gerhard’s specialty areas include technology and intellectual property law, as well as providing advice to high-growth companies and assisting with capital raising activities. In addition to his commercial legal experience he spent three years working as the Managing Director of bSolutions Pty Ltd, an online business information provider, and he is currently completing his Master of Laws degree. He currently holdsaBachelorofCommerceandBachelorofLaws,andisadmittedtopracticeinbothVictoriaandQueensland.

Damien Element was most recently the Chief Financial Officer and Company Secretary of ASX listed digital media company Webfirm Group Limited, and was responsible for all aspects of corporate administration including capital raising,M&A,finance,HR,andlegal.PreviouslyDamianwasChiefFinancialOfficerandCompanySecretaryofMyinternet Limited, a managed service software provider to the education sector, and prior to that held a range of technical and commercial senior management positions in the ICT industry. He has formerly held roles as both General ManagerMarketingandbeforethatManagerCarrierRelationsatConnect.com.auPtyLtd,andBusinessAnalystatAAPT. He has also undertaken a number of consulting and contracting assignments for various commercial and not for profit organisations. Damian holds a CPA, a Bachelor of Arts degree and a Post Grad Dip (Accg). Damian is a member of CPA Australia, a member of the Australian Institute of Company Directors and a Chartered Secretaries Australia affiliate.

13. Why use us? ConT

www.steppingstoneequity.com.au

James Skinner

email:[email protected] skype:jamesjames337

Terry Richards

email:[email protected] skype:terryrichards44

Kelly Glover

email: [email protected] skype: kelly-glover

13. ConTaCT

stepping stone equity_brochure

Economy & Finance