Introduction To Private Equity - Aventri

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Introduction to Private EquityFebruary 2013

We will be looking at 1What is Private Equity?2Private Equity Strategies3Risk and Return4Why Do Pension Funds Invest in PE?

What is Private Equity? A comparisonPRIVATE EQUITYLISTED EQUITY Low liquidity Strong liquidity Long investment horizon Short or long term High active involvement Little active involvement Low market efficiency Higher market efficiency No published information Published information Low regulatory oversight Highly regulated

Stages of FundingCertainty of cash flowsSeedEarlyExpansionNandosDebtPrivate EquityVenture CapitalAngel InvestorBusiness MaturityLateConsolGlass

Why Do Companies Seek PE Funding?IncreaseWorkingCapital BaseBuy OutShareholderstoRestructureOwnership &ManagementPE vs. Debt Financing suits debt fundingTHE sion &Development Balance of debt andequity needed Experiencedprofessionals FinanceAcquisitionsof OtherBusinessesNot every businessDevelop NewProducts inOrder toGrow/RemainCompetitiveNon Monetary BenefitPolitical / corporateConnections GP’s have experiencein sector / stage ofbusiness

Structure and roles of LPs and GPsAdvisoryCommitteeGeneralpartnerBank und (limitedpartner)PE FoF(limitedpartner)PE FUNDAdvisorInvestmentCommitteeInvestment A (Company)Investment B(Company)Investment C(Company)

Commitments vs. DrawdownsInvestment PeriodRealisation Period

Understanding the J-curveCash flow istributionsCumulative cash flowReturns 0%-60%-80%-8%ReturnFee % of Drawn capitalFee % of draw downs7%60%

Where Does a Company’s Value Come From?Financial PerformanceCompany ValuationSales100EBITDACost of sales(60)EBITDA MultipleX6Enterprise value90Gross profit40Overheads(25)Operating profit (EBITDA)1515

Where Does the Value Go?DebtEquityLow debt (leverage)EnterpriseValueHigher debt 05025%Enterprise Value9010011%Enterprise Value9010011%

Debt and Equity Risk and Return ReturnRiskDebtReturn limited to interest rateLow riskAll equity must be eroded before anyloss for debtEquityUnlimited upsideMore risky than debtTakes the first losses of valueThe more debt there is, the more riskythe equityAs long as returns on debt taken on exceed the interest rate on the debt,equity returns are enhanced But there are limits – ratio of Debt : EBITDA is common (2-3 times is normal)

Fee StructureSingle FundFund of Funds2% advisory fee1% advisory feeAdvisory fee – an annual payment is made bythe fund to the Advisor to cover the costs of theprivate equity firm's investment operations (thefee is typically 1% to 2.5% of the aggregatecommitted capital of the fund)A participation inthe gains andsurpluses up to20%A participation inthe gains andsurpluses up to10%Gains and surpluses – a participation in thegains and surpluses of the fund (typically up to20%) is paid to the General Partner or Trustee asa performance return. The remaining 80% of thegains and surpluses is paid to the investors prorata to their capitalrate or preferred return – a minimum rate of return(normally 8% to 12%) earned by investors on their committedcapital must be achieved before the General Partner or Trusteecan receive its participation in the gains and surplusesHurdle

SA Private Equity has OutperformedSA private equity has largelyoutperformed the majorlisted indicesFINDI tests resources biasof JSESource: RisCura Fundamentals SA Private Equity Performance ReportSWIX tests market cap vs.tradability bias - less than 10years old

Vintage Year PerformanceOlder vintages haveperformed betterNewer vintages are largelyunrealisedSource: RisCura Fundamentals SA Private Equity Performance ReportAll vintages show positivereturns

What Are the Risks of Private Equity?LightlyRegulatedConflicts ofInterestLiquidityRISKSValuationConcentration

Ways to Invest in Private EquityINSTITUTIONAL INVESTORPORTFOLIO OF FUNDSPE FUND1 companyPE FUNDPE FUNDPE FUNDPE FUNDPE FUNDPE FUND8-10 companies80-120 companies

Building a Private Equity PortfolioRisk & ComplexityPortfolio of FundsDirect (PE Fund)Co-InvestmentDiversified portfolio ofinterestsInterests in funds with directcontrol over portfolio co.Investing directly into aprivate companyLowest level of due diligencerequiredLower level of due diligenceGreater Skill set requiredAdditional layer of feesManager SelectionKnowledge of local marketAccess through relationshipsSpecific industry expertiseand networksExposure

Asset Allocation DecisionIS PE THE RIGHT ASSETCLASS FOR YOU? Historic performance Risks may impact returns Micro/macroeconomic Regulation Diversification benefits Developmental impact

Why Do Pension Funds Invest in PE?“Long-term savings vehicles, such as pension funds, are uniquely positioned to manage thelong investment term and limited liquidity of private equity investment to capture whatappears to be a significant performance premium and diversification benefits.”- “Is Private Equity a suitable investment for South African Pension Funds?”released at the Convention of the Actuarial Society of South African in October 2006PORTFOLIO OPTIMISATIONDEVELOPMENTAL VEHICLE Performance premium to listed equity Facilitation ownership by company staff Low correlation to listed equity (although Provides finance and expertise tobecoming more correlated) Exposure to small and medium sizedcompaniesunlisted companies Improves governance

Many Other Benefits to Private EquityEfficient MarketsConceptAlignment ofIncentives &Risk: PE FundManagersRewarded AfterInvestorsRealise ReturnBridges the GapBetweenMedium-sizedCompanies &the ement &EnhanceCorporateGovernanceA Source ofGrowth forListed MarketsBenefits ofActiveManagementMaximise Value& CorrectPerformance

What is Happening in Developed Markets?LARGE US PENSION FUNDS’ ALLOCATIONS TO PE

How to Manage Risk as an Investor into PE1ST ASSET ALLOCATION DECISION Should an allocation be made to PE?Historic performanceRiskRegulationDiversificationGeography Local Regional Global3RD FUND SELECTION What is the fund going to invest in?Legal & tax structuringFee structure – alignment of interestsQuality of advisorsReporting requirementsMandate fitWho are the other investors?Essentially a due diligence process2ND MANAGER SELECTION DECISION Has the manager run a previous successful fund?Manager reputationManager networkRisk management processes4TH ONGOING MONITORING Performance analysis Independent valuation Regular interaction with managers

Thank you

About RisCura FundamentalsThe leading provider of independentvaluation, risk and performance analysisservices to investors in unlisted instruments inAfrica.We work in partnership with our clients todeliver the transparency and accountabilitythat increasingly is demanded by investors.Our clients include private equity funds,pension funds, credit funds, banks andother investors in Africa, and cover industriesas diverse as agriculture, retail, manufacturingand the extractive industries.Email fundamentals@riscura.comPROJECTS COVERING MANYAFRICAN COUNTRIES

DisclaimerThis presentation contains confidential information and is protected by copyright law.Copyright in all information, material and logos are protected by both national andinternational intellectual property laws. Accordingly, any unauthorised copying,reproduction, retransmission, distribution, dissemination, sale, publication, broadcastor other circulation, or exploitation of this material will constitute an infringement of suchprotection. The information contained in this presentation is provided 'as is' withoutwarranty of any kind. The entire risk as to the result and performance of theinformation supplied in this document is assumed by the user and in no event shallRisCura be liable for any direct, consequential, or incidental damages suffered in thecourse of using the information contained herein as a result of the use of, or theinfringement of any copyright laws. The copyright in all material of RisCura (Pty) Ltd("RisCura") and all its subsidiaries shall continue to vest in RisCura. RisCura is anauthorised financial services provider.

Debt and Equity Risk and Return Return Risk Debt Return limited to interest rate Low risk All equity must be eroded before any loss for debt Equity Unlimited upside More risky than debt Takes the first losses of value The more debt there is, the more risky the equity As long as returns on debt taken on exceed the interest rate on the debt,

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