Presentation Cisco Services 4
- 1. THE CYPRUS INVESTMENT AND SECURITIES CORPORATION LIMITED (CISCO) INVESTMENT BANKING DEPARTMENT September 2009 1
- 2. CONTENTS 1. Brief history 2. Services offered by CISCO 3. Why CISCO for Investment Banking 4. Services offered by the Investment Banking Department 5. Recent Project Portfolio 6. Advisory Team 2
- 3. 1. Brief history 2. Services offered by CISCO 3. Why CISCO for Investment Banking 4. Services offered by the Investment Banking Department 5. Recent Project Portfolio 6. Advisory Team 3
- 4. BRIEF HISTORY The Cyprus Investment and Securities Corporation Ltd (CISCO) was established in 1982. Its promoters were the Bank of Cyprus, the Cyprus Development Bank and the International Finance Corporation (IFC), a World Bank affiliate. CISCO was the first investment banking institution in Cyprus and its primary objective was to offer specialized financial services and assist in the development of the capital and money markets in Cyprus. In August 1988, CISCO became a wholly owned subsidiary of the Bank of Cyprus Group, the largest financial institution in Cyprus. 4
- 5. 1. Brief history 2. Services offered by CISCO 3. Why CISCO for Investment Banking 4. Services offered by the Investment Banking Department 5. Recent Project Portfolio 6. Advisory Team 5
- 6. SERVICES OFFERED BY CISCO CISCO’s activities cover a wide range of specialised services which are offered to individuals, trading, industrial and tourist enterprises, insurance companies, banks, provident and pension funds, public corporations and municipal/local authorities: CISCO’s services are classified under four major categories: CISCO was the first Investment Banking institution to be set up in Cyprus and over the years it has established itself as one of the leading institutions in the local capital market. INVESTMENT The Investment Banking Department assists with the leadership of all aspects of transactions, from BANKING negotiating and structuring deals to coordinating due diligence, performing company valuations, capital restructuring, financial planning, feasibility studies as well as the execution of equity and debt issues. The Brokerage Department’s professional and experienced team assists clients on their investment strategy by identifying each client’s investment objectives, risk profile and investment horizon. BROKERAGE The Brokerage Department provides clients with professional and independent advice in strict confidence, bearing in mind each client’s particular needs. The Research Department continuously analyses and monitors the local stock market as well as other RESEARCH markets and prevailing economic conditions preparing in-depth investment analysis and technical analysis on selected CSE listed companies. CISCO has been providing Fund Management services since its incorporation in1985. It is the oldest FUND and at present one of the largest institutional fund managers in Cyprus. MANAGMENT CISCO’s Fund Management client base includes provident funds and pension funds, insurance and investment companies listed on the CSE, other companies and high net worth individuals. 6
- 7. SERVICES OFFERED BY CISCO 7
- 8. 1. Brief history 2. Services offered by CISCO 3. Why CISCO for Investment Banking 4. Services offered by the Investment Banking Department 5. Recent Project Portfolio 6. Advisory Team 8
- 9. WHY CISCO FOR INVESTMENT BANKING Professionalism & Expertise High-calibre team of professionals with extensive experience and expertise. Recognition for integrity and high level of professionalism with client focused approach. Experience Extensive experience of capital market regulatory and legal aspects. CISCO has acted as a Lead Manager/Underwriter to over 66% of the companies that were floated during the period 2003 to 2008 and to over 85% of the newly listed companies in the last five years in terms of capital raised*. Also, CISCO pioneered in the introduction of convertible bonds, floating rate bonds, warrants and call options. Over 75% of debt issues in the local market by listed companies in terms of capital raised were lead-managed by CISCO*. Established Relationships Excellent relationships with clients and established relationships with other professional firms. Member of the Bank of Cyprus Group Access to the largest banking network in Cyprus. *Source: CISCO Research Department 9
- 10. 1. Brief history 2. Services offered by CISCO 3. Why CISCO for Investment Banking 4. 4. Services provided by the InvestmentBanking Department Services offered by the Investment Banking Department 5. Recent Project Portfolio 6. Advisory Team 10
- 11. INVESTMENT BANKING DEPARTMENT SERVICES • Listing of companies on the Cyprus Stock Exchange CAPITAL • Listing of companies on E.U. Stock Exchanges through passporting MARKETS • Share capital issues (IPOs, Rights, Warrants) • Bond & other securities issues • Financial planning (Business Plans) • Valuations CORPORATE • Feasibility studies FINANCE • Corporate Governance • Capital restructuring • Advisory on the buy and sell side of the M&A process MERGERS & • Structuring of the Offer ACQUISITIONS • Fairness Opinions 11
- 12. INVESTMENT BANKING DEPT SERVICES CAPITAL MARKETS Experienced Track Record CISCO has completed and managed 11 offerings, raising over €850 million over the last five years*. With this successful track record, CISCO has the expertise, experience, and resources to successfully guide clients through the offering process. CISCO’s investment banking professionals will help determine the optimal timing of an offering by evaluating: – Market conditions – Growth and future prospects – Current operating conditions In addition, CISCO’s investment banking department allows highly integrated and coordinated sales efforts across the Bank of Cyprus Group, on behalf of clients seeking to raise capital in a public offering. Raising Funds for Expansion Expanding a business often requires a significant infusion of capital. For public companies an offering is a principal way to raise funds while attracting new investors and advertising products or services. The Investment Banking department works with clients from the initial assessment phase to the completion of the offering. CISCO can offer clients: – Proper distribution of shares – Access to a wide variety of institutional and retail investors *Source: CISCO Research Department 12
- 13. INVESTMENT BANKING DEPT SERVICES CAPITAL MARKETS – COMPANY FLOTATION CISCO offers a wide range of flotation services: 1. Preflotation Stage Undertakes to review the company and analyse the advantages and disadvantages of potential flotation. It also offers advice on the company's organisational and capital structure. 2. Structure of the Issue Advises the company in determining the parameters of the issue such as size, price, timing, etc. 3. Preparation of Prospectus/ Listing Particulars Undertakes: • the preparation of the Prospectus/Listing Particulars inviting the public to subscribe to the issue according to the requirements of the Public Offer and Prospectus Law of 2005 • the amendment of articles of association of the Company to bring them in line with the provisions of the Law on public companies and the requirements of the Cyprus Stock Exchange, • the preparation of all other documents that may be required. 13
- 14. INVESTMENT BANKING DEPT SERVICES CAPITAL MARKETS – COMPANY FLOTATION 4. Management of the Issue CISCO also undertakes: • the planning, structure and coordination of the issue, • consultations with regulatory authorities, • co-ordinate actions with the Cyprus Stock Exchange and the Cyprus Securities & Exchange Commission or any other competent regulatory authority depending on the project, • co-ordinate, in conjunction with the Company the activities of all third parties involved. • the collection and processing of applications and advises the client on the allotment of the issue. 5. Selling of the Issue • CISCO undertakes the promotion and sale of the shares, including the setting-up of a selling group. 6. Post Flotation Service • CISCO is in a position to assist the client in maintaining its share or debenture registry. 14
- 15. INVESTMENT BANKING DEPT SERVICES CAPITAL MARKETS – COMPANY FLOTATION Why Listing on the Cyprus Stock Exchange? • Legislation and procedures based on European Directives • Passport for listing to any other Stock Exchange in the European Union Member States, after 18 months from the day of listing on the CSE. • Professional fees and other expenses relatively lower than in any other EU member state. • Infrastructure to accept foreign investors 15
- 16. INVESTMENT BANKING DEPT SERVICES CAPITAL MARKETS – ISSUE OF BONDS Since its establishment CISCO has promoted with success the issue of straight bonds, convertible bonds, bonds with equity warrants attached, and floating rate bonds by public companies and public sector bodies. The services offered by CISCO for the issue of bonds are similar to those offered for share issues: • review of requirements and capacity to repay the loan, • advisory role in setting the terms of the issue, • preparation of Listing Particulars/Prospectus, • management and promoting of the issue and placement. During 2008, CISCO has managed the largest corporate debt issue completed in Cyprus, successfully raising €573.4 million in an oversubscribed convertible bonds issue for Bank of Cyprus 16
- 17. INVESTMENT BANKING DEPT SERVICES CAPITAL MARKETS - PRIVATE PLACEMENT • In the case of a public company which, for various reasons, does not wish to address itself to the public at large in order to raise equity or loan capital, or in the case of a private company which is not in a position to make an issue to the public, CISCO can provide assistance in securing the required equity or loan capital through the private placement of an issue (of shares or bonds) with a limited number of investors. • Once the requirements of the company and the terms of the issue have been determined, CISCO prepares an Information Memorandum on the company and the issue and approaches a small number of potential investors in order to place the issue. 17
- 18. INVESTMENT BANKING DEPT SERVICES CORPORATE FINANCE - MERGERS & ACQUISITIONS CISCO M&A services include inter alia: – Advising clients in the development and formulation of merger, acquisition and divestiture strategies. – Identifying potential buyers or acquisition targets via close relationships with numerous groups in Cyprus and abroad. – Establishing valuation criteria and ranges. – Developing alternatives and recommending appropriate courses of action. – Arranging acquisition financing for buyers, consisting of all types of debt and equity. – Structuring and negotiating transactions. – Identifying prospective equity and joint venture partners, and working with such partners to create the necessary arrangements to consummate each transaction. – Structuring internal M&A transactions, including management and employee buy-outs. – Identifying, screening and initiating discussions with potential buyers/sellers. – Assisting in the preparation of confidential information and selling memoranda. – Coordinating legal, tax, accounting and other closing-related activities. – Fairness Opinions. 18
- 19. INVESTMENT BANKING DEPT SERVICES CORPORATE FINANCE - MERGERS & ACQUISITIONS In addition to the aforementioned services in the case of a listed company CISCO M&A services include inter alia: – Advisory services relating to the Take Over procedures (as they arise from the relevant legislations) and structuring the Terms of the Offer. – Drafting of the Public Offer Document pursuant to the legislation on Acquisitions and Public Offers (if Public Company). – Submission of the Offer Document to the relevant regulatory authorities and coordination of all parties for the completion of the Public Offer. – Communication with relevant regulatory authorities relating to the review and approval of the Offer Document other documents. – Presentation of offer to investment public and institutional investors. – Responsibility for accepting and processing of the acceptance forms and preparation of all relevant reports. – Services of Paying Agent - Payments to accepting shareholders who accept the offer by means of posting a bankers draft &/or crediting of bank accounts. – Preparation, coordination and submission of all required documentation to the relevant regulatory authorities for the execution of the transfer of shares. – Fairness Opinions. 19
- 20. INVESTMENT BANKING DEPT SERVICES CORPORATE FINANCE – OTHER SERVICES Financial Planning (Business Plan) CISCO undertakes financial planning studies for corporate clients in various sectors. Financial planning services include the preparation of comprehensive customised business plans with detailed financial projections as well as guidance and consulting based on the analysis of the business plan results. Financial planning advice can also be offered to a company's management on an on-going basis. Valuation of Private Companies' Shares The value of private companies' shares which are not traded and therefore lack a stock market price, can be estimated with reference to their current and projected performance and after taking into consideration a range of other factors. CISCO undertakes share valuations, which are often useful for share dealings or mergers. Feasibility Studies CISCO undertakes feasibility studies for investment projects in industry, tourism, trade and other services. Such studies contain all the information required to be submitted in order to secure loan financing. CISCO maintains contacts and cooperates, where warranted, with other consultants and advisers in various fields, local and foreign. Pre-feasibility studies are also undertaken and the client is advised as to whether to proceed with an in-depth study. 20
- 21. 1. Brief history 2. Services offered by CISCO 3. Why CISCO for Investment Banking 4. Services offered by the Investment Banking Department 5. Recent Project Portfolio 6. Advisory Team 21
- 22. RECENT PROJECT PORTFOLIO CAPITAL RAISING & LISTING OF SECURITIES 2006 2007 2007 2007 Initial Public Offering Initial Public Offering Initial Public Offering Initial Public Offering and Listing on the CSE CSE Listing CSE Listing CSE Listing of 175.000.000 shares of nominal value €0,34 per €2.626.199,90 €10.621.934,87 €801.666,80 share Lead Manager Lead Manager Lead Manager Joint Lead Manager 2007 2007 2008 2008 Rights Issue Issue and listing of Initial Public Offering Capital Securities Rights Issue CSE Listing €24.064.480 12/2007 €35.558.998 €5.436.720,00 €126.436.506 Lead Manager Lead Manager Lead Manager Joint Lead Manager 22
- 23. RECENT PROJECT PORTFOLIO CAPITAL RAISING & LISTING OF SECURITIES Ongoing 2008 2008 Ongoing ITTL Trade Tourist and Issue and listing of Leisure Park Ltd Convertible Bonds Issue and listing of 2013/2018 Bonds 2013/2018 Initial Public Offering Initial Public Offering on CSE and ATHEX on CSE CSE Listing CSE Listing €573.409.701 €100.000.000 Lead Manager Lead Manager Lead Manager Lead Manager Ongoing Geo -Ships Holdings Plc Initial Public Offering CSE Listing Lead Manager 23
- 24. RECENT PROJECT PORTFOLIO MERGERS & ACQUISITIONS 2007 2007 2007 2007 Acquisition of Public Offer for 50,01% Public Offer for the Independent Advisor Acquisition of Offer of Acquisition By Thalassa Holdings Independent Lead Manager Lead Manager Lead Manager Advisor 2007 2007 2007 2008 Acquisition of Independent Advice for Independent Advice for Public Offer for the Offers for Acquisition Offer for Acquisition Acquisition of by Hellenic Bank by SFS Group and SFS Group Independent Independent Advisor Advisor Lead Manager Lead Manager 24
- 25. RECENT PROJECT PORTFOLIO MERGERS & ACQUISITIONS 2008 On Going 2008 Messrs Charalambos Antonis and Costas Papantoniou Public Offer for the Public Offer for the Public Offer for the Acquisition of Acquisition of Acquisition of Alliance Re Lead Manager Lead Manager Lead Manager 25
- 26. KEY TRANSACTIONS 2008 CAPITAL MARKETS – LISTING AND RIGHTS ISSUE Transaction Summary Transaction Highlights Ocean Tankers Holdings Public The first IPO on the CSE since ISSUER Company Limited 2001 IPO funds raised €10,7 million OFFERING • Issue of 24.328.756 new shares of IPO November 2006 Rights Issue funds raised STRUCTURE Rights Issue August 2008 nominal value $0,40 per share at €18,5 million. IPO the price of €0,44 per share. November 2006 Lead Manager • Issue of 161.631.810 nil-paid OFFERING rights allocated gratis to the STRUCTURE existing shareholders in the ratio of 1 right per share. Key Highlights RIGHTS ISSUE The first shipping company listed on the Cyprus Stock • Every 5 rights exercised converted August 2008 into 2 new shares of nominal value Exchange $0,20 per share with an exercise price of €0,55 per share. US$13,4m funds raised through listing process were used for the expansion of the Group fleet Cyprus Stock Exchange LISTING Since listing, fleet increased from 3 to 16 vessels Included in the Athens Stock Exchange FTSE International, from 4th December 2007 onwards 26
- 27. KEY TRANSACTIONS 2008 CAPITAL MARKETS – CONVERTIBLE BOND ISSUE Transaction Summary Transaction Highlights 2008 ISSUER Bank of Cyprus Public Co Ltd (BOC) First convertible bond issue in UNDERLYING Cyprus after 10 years Ordinary Shares of BOC Issue and listing of Convertible Bonds Oversubscribed Issue. STATUS Unsecured, Subordinated 2013/2018 Raised €573,4 million. €573,409,701 ISSUE SIZE Lead Manager ISSUE DATE 30 July 2008 Key Highlights MATURITY 30 June 2018 On July 15 Bank of Cyprus opened subscriptions based on ISSUE/ the final terms of its debut LT2 Convertible Bond issue; the 100% / 100% bonds, for a total size up to €573million, were offered by way REDEMPTION PRICE of rights to existing shareholders and were also marketed in the Greek and Cypriot retail network of BOC and to INTEREST institutional investors in Europe 7.5% for Year 1 / 6mEUR+1% Year 2-5 Incremental demand generated from institutional investors CONVERSION € 10.50 and additional subscriptions from retail investors took the PRICE total order book into oversubscription by July 29 Athens / Cyprus Exchange LISTING The transaction strengthened the capital adequacy of the bank, providing important balance sheet support DISTRIBUTION Retail and Institutional Investors 27
- 28. KEY TRANSACTIONS 2008 MERGERS & ACQUISITIONS – PUBLIC OFFER Transaction Summary Transaction Highlights 2008 OFERROR Flagstone Reassurance Suisse SA Secured over 90% TARGET COMPANY Alliance Reinsurance Public shareholding via the Public Company Limited Offer procedure. Public Offer for the Acquisition by Flagstone Acquisition of Reassurance Suisse SA of up to Effected squeeze out clause PUBLIC OFFER 100% of Alliance Reinsurance Alliance Re and successfully managed to Public Company Limited share delist target company by the capital year end. Lead Manager OFFER €0,48 per share in cash CONSIDERATION Key Highlights ACCEPTANCE 16 September - 16 October 2008 Flagstone Reinsurance Holdings Limited is a global PERIOD reinsurance company with a focus on specialty, property, Secured 92.81% shareholding at property catastrophe and short-tail casualty reinsurance. RESULT the end of acceptance period Both Flagstone Reinsurance Holdings Limited and its subsidiary Flagstone Reassurance Suisse SA have been Completed by 5th December 2008 rated A- (stable outlook) from A.M. Best and Fitch Ratings SQUEEZE OUT and Α3 (stable outlook) from Moody’s Investors Service regarding their financial strength. Flagstone Reinsurance Holdings Limited shares are listed on the New York Stock Exchange. 28
- 29. 1. Brief history 2. Services offered by CISCO 3. Why CISCO for Investment Banking 4. Services offered by the Investment Banking Department 5. Recent Project Portfolio 6. Advisory Team 29
- 30. PROFESSIONAL ADVISORY TEAM Anna Sofroniou, MBA Constantinos Papanastasiou, CFA General Manager Head of Corporate Finance Tel: 2212 1838 Tel: 2212 1846 E-mail: anna.sofroniou@cy.bankofcyprus.com E-mail: constantinos.papanastasiou@cisco.bankofcyprus.com Ioannis Georgiou, CFA Andry Rousou, MBA Head of Capital Markets Investment Banking Associate Tel: 2212 1841 Tel: 2212 1840 E-mail: yiannis.georgiou@cisco.bankofcyprus.com E-mail: andry.rousou@cisco.bankofcyprus.com Michalis Yiannikouris, ACA Stalo Koumidou, MSc Investment Banking Associate Investment Banking Associate Tel: 2212 1806 Tel: 2212 1805 E-mail: michalis.yiannikouris@cisco.bankofcyprus.com E-mail: stalo.koumidou@cisco.bankofcyprus.com 30
- 31. DISCLAIMER Copyright All rights in the pages and contents of this booklet are reserved by CISCO. No part of this booklet or its contents may be reproduced or distributed in any form without prior expressed written permission of CISCO. Disclaimer Whilst every effort was made to ensure that information contained in this booklet is correct and error-free, no responsibility or liability can be accepted by CISCO for any loss or damage incurred as a result of relying on information contained in this booklet. CISCO, its management and staff, any individual or legal entity that has contributed in any way to the preparation, composition or promulgation of this booklet hereby disclaim any overall liability arising from any inappropriate, improper or fraudulent use. This document is not intended to be used as a general guide to investing, or as a source of any specific investment recommendations, and makes no implied or express recommendations. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation. It is the responsibility of any person or persons in possession of this material to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction, including MFID compliance. Prospective investors should inform themselves and take appropriate advice as to any applicable legal requirements and any applicable taxation and exchange control regulations in the countries of their citizenship, residence or domicile which might be relevant to the subscription, purchase, holding, exchange, redemption or disposal of any investments. Further Information Information about the business of CISCO is regularly made available through official publications, press releases and publicity. If you do not find what you are looking for in this booklet, please contact us via our website www.cisco-online.com.cy or by telephone on +357 2212 1800 or write to us at Eurolife House, 4 Evrou Street, PO Box 20597, 1660 Nicosia, Cyprus. 31