first capital brochure
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Corporate Overview
Private and Confidential © FirstCapital Corporation Ltd 2009 2
FirstCapital is a boutique investment bank that specialises in fund raising and mergers
and acquisitions advice for high growth technology companies.
Our team of senior investment bankers has collectively advised over 220 clients, from
technology start-ups to multinationals, on $145bn of domestic and international cross
border transactions.
As a management owned business, we are independent and committed to achieving
the highest levels of satisfaction and maximum value for our clients. We are
recognised for our integrity, professionalism and trustworthiness.
Where many advisers see a merger, acquisition or sale as just another deal,
FirstCapital knows that a successful deal requires the right strategy and a tailored
approach. We work closely with each client, to understand their specific
circumstances and needs. We specialise in positioning, founded on our understanding
of the market place, the needs of the participants and the value drivers, enabling our
clients to achieve maximum value from the engagement.
We work in partnership with our clients to achieve their goals. Our experienced
directors lead each engagement throughout, guaranteeing our clients the highest
quality advice and negotiation support at every stage in the process.
Independent
advice,
expert
transaction
execution
UK based,
we have a
global reach
Proven
ability to
achieve a
better
outcome
FirstCapital: Who We Are
Private and Confidential © FirstCapital Corporation Ltd 2009 3
Jason Purcell, CEOJason’s area of expertise includes internet, software and services companies. Prior to co-founding FirstCapital,
he was a Director of Union Bank of Switzerland (UBS), and worked on numerous deals in India and Pakistan.
Previously he was a number 1 ranked equity analyst with Smith New Court. Jason is a CFA, with an MA
(Management Studies & Physics, Cambridge University).
Director Bios: Experienced Professionals With Global Reach
Hazel Moore, ChairmanHazel specialises in transactions in cleantech and physical sciences. Before founding FirstCapital in 1999, Hazel
was Sales Director in London for WI Carr, a leading Far Eastern stockbroker. Previously she was based in Hong
Kong for 5 years as Head of Equity Research, responsible for advising institutional investors on market strategy.
Hazel is a CFA, with an MA (Natural Sciences, Cambridge University).
John Yeomans, DirectorJohn’s focus area is communications and digital media. Previously as Head of HSBC TMT corporate finance, John
built the department to a $120m global business. Previously he was a TMT strategy consultant with KPMG and
Regis McKenna, and has extensive strategic, marketing and technical experience in Mitel and venture backed
companies. John has a starred first class degree in Electrical Sciences from Cambridge University.
Piers Hartland-Swann, DirectorPiers was previously a Partner at MacArthur and Co. Prior to this, as Senior Managing Director at Bear Stearns in
Hong Kong, Piers led the team advising China Telecom on their $1.4bn IPO in 2002. Prior to this, Piers was Head of
Asian Telecoms corporate finance at UBS Warburg, where he led the team advising on PCCW’s $34bn bid for Hong
Kong Telecom, which was Asia’s largest M&A deal. Piers graduated in Civil Engineering from London University.
Peter Wolfers, CFOPeter joined FirstCapital in 2005 and manages the FirstVentures portfolio. He was previously a Founding
Director of FNI Venture Capital, the venture capital fund of the Nixdorf family. Prior roles include VP Marketing
for Incases, a German EDA company, and various senior strategic marketing and technical roles with IBM and
Lockheed. Peter is chairman of XCalibre, and a board director of Ranier and Intense.
Private and Confidential © FirstCapital Corporation Ltd 2009 4
Bios of Professional Staff
Zaeem Maqsood, AssociateZaeem focuses on software and internet companies. He joined FirstCapital in 2005 from Library House where
as a Product Manager he developed venture capital analytics tools. Prior to this he was a strategy consultant
with IconZest and also spent 4 years at Merrill Lynch in London & New York. He has an MBA from Cambridge,
an MA from the IoE, London, and an MSc. and BA from UCL. Zaeem holds the Certificate in Corporate Finance.
Martin Brennan, AssociateMartin specialises in Internet and Digital Media companies. Prior to joining FirstCapital in 2005, Martin was a
management consultant in the Strategy practice at Accenture. Martin has a First Class BA Honours degree in
International Business and Modern Languages from the University of Strathclyde, and holds the Certificate and
the Diploma in Corporate Finance from the SII/ ICAEW/ CICA. He is fluent in Spanish and French.
Amer Vohora, Vice PresidentAmer joined FirstCapital in 2000, and specialises in cleantech and physical sciences companies. Previously he
worked with number of start up technology companies in a variety of roles. Amer holds a postgraduate
Advanced Course in Design, Manufacture and Management (ACDMM) at Cambridge University, and has a BEng &
BComL degree from Birmingham University in Manufacture Engineering and Commerce with Japanese.
Bala Krishnan, AssociateBala specialises in communications and business services companies. He joined FirstCapital in 2006 having
graduated from the London Business School with an MBA in Finance & Private Equity. Prior to this Bala worked
for 3 years at London based Advent Venture Partners. Bala qualified as a Chartered Accountant at KPMG
London, where he advised clients in the TMT space.
Jessica Ford, AnalystJessica joined FirstCapital in 2007 from the Max Planck Institute-EVA in Leipzig, where she was a Daimler-
Benz Fellow and DAAD Scholar. She focuses on the medtech sector. She graduated from Cambridge University
with a First Class BA in Medical Sciences, and has an MA (Distinction, Sussex) in Philosophy of Cognitive
Science. Jessica is fluent in French and German.
Private and Confidential © FirstCapital Corporation Ltd 2009 5
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Rod AttwoollRod has a wealth of experience including 25 years as Managing Director of Texas Instruments, Mercury
Communications and other interesting technology companies. He brings broad knowledge of the electronics
sector and specific management skills in Sales, Marketing and Leadership. Rod has successfully raised funds for a
number of start-ups in the Semiconductor, Materials and Internet sectors including Danionics, ES2 and Netcom.
Rod currently advises companies on strategic direction and change.
Adviser Bios: Leveraging Networks And Experience of Senior Executives
David SextonDavid was previously President of Global Markets at Cable and Wireless. He brings extensive experience in
telecommunications and computer services on both a national and global scale, particularly in marketing,
strategy development and business change. Over the past 20 years he has held a range of board level and
management positions within the telecommunications industry including C&W and subsidiaries of BT and Mercury
Telecommunications. David now holds a number of advisory and non-executive roles with early stage businesses.
Bob MannBob has spent over 25 years in the technology industry. Prior to founding Siebel Systems in Europe, he was Vice
President for Legent which had revenues of $175m and 500 people in Europe Bob has extensive expertise in
building the operations for exceptionally fast-growing software companies. Bob currently holds a number of
directorships and advisory positions and sits on the Technology Advisory Group of Scottish Equity Partners.
Richard AtkinsRichard’s career has focused on the IT and support services industry. He has held senior positions in marketing,
strategy and general management at IBM. He was General Manager of IBM Global Services Northern Europe, and
a member of the IBM Global Services European Operations and IBM worldwide Senior Leadership teams. In 1991,
Richard, as Finance Director, led the MBO of Data Sciences Limited from Thorn EMI plc before managing its sale
to IBM in 1996. He was senior non executive director of Message Labs, sold to Symantec for $695mn, and is
Chairman of 7 City Learning Ltd and NED at Global Crossing UK.
Private and Confidential © FirstCapital Corporation Ltd 2009 6
Our Services: What We Do
Services
Mergers and acquisitions for public
and private companies
Transaction value range €15-150mn
Deliverables
Position client within market and
competitive space
Provide insightful analysis and
positioning to understand value
drivers and hence target universe
Leverage network of relationships
within buyers and sellers (both
strategic and financial)
Run a tight and rigorous process
through to close
Benefits
Attract interest from genuine
buyers and generate competitive
tension to deliver maximum value
to client
Services
Assessment of strategic options
Development of M&A strategies
Valuations and fairness
opinions
Deliverables
Work with company boards to
develop long term strategies to
realise corporate objectives
Benefits
Experienced, unbiased advice
to enable client to accurately
assess all options and develop
plan to generate value
Services
Private placements to VC/PE
and strategic investors
Range €5mn +
Deliverables
Work with clients to develop
financing strategy
Identify target investors
based on client needs and
characteristics
Leverage extensive contacts
in the investment community
Benefits
Ensure financial strategy is
aligned to specific needs
Deliver right investors
/syndicate of investors
Maximize the outcome for
shareholders and
management
Fund Raising Mergers and Acquisitions Strategic Advice
7Private and Confidential © FirstCapital Corporation Ltd 2009
Track Record and Selected Case Studies
Private and Confidential © FirstCapital Corporation Ltd 2009 8
FirstCapital Track Record (2005-2008)
$16mn
Series B round
Alliance Trust
Equity Partners
First Ventures
Exclusive financial
advisers to Ranier
January 2008
£3mn
Series A round
Index
Highland
Exclusive financial
advisers to
Glasses Direct
July 2007
Undisclosed
Has been acquired by
Exclusive financial
advisers to Texperts
December 2008
$6.5mn
Azini Capital Partners
SPARK Ventures
First Ventures
Herald Ventures LP
Loudwater
Exclusive financial advisers
to FNI Venture Capital
October 2008
Undisclosed
Has been acquired by
Exclusive financial
advisers to Multimap
December 2007
Strategic Advice
Exclusive financial
advisers to Player One
October 2008
$5mn
Series A round
Solon Ventures LP
Quest for Growth
Entrepreneurs Fund
Exclusive financial
advisers to Prosonix
November 2007
£6.25mn
Has been acquired
by
Exclusive financial
advisers to Centric
June 2007
£5mn
Series C round
Exclusive financial
advisers to FNI
Venture Capital
March 2007
£9.9mn round
and acquisition of
Exclusive financial
advisers to FNI
Venture Capital
July 2007
$5mn
Series A round
Eden Ventures
Exclusive financial
advisers to Reevoo
December 2006
£24.2mn
Has been acquired by
Exclusive financial
advisers to Smart421
September 2006
£2mn
Convertible loan
Exclusive financial
advisers to FNI
Venture Capital
July 2006
Undisclosed
Has been acquired by
Exclusive financial
advisers to AIM Group
May 2006
£6.5mn round
Exclusive financial
advisers to FNI
Venture Capital
October 2005
£6mn
Series C round
Quester, Celtic
House, MTI
Exclusive financial
advisers to Global
Silicon
August 2005
$4mn
Series A round
Benchmark
Exclusive financial
advisers to
Rawflow
July 2005
Undisclosed
Series A round Pentech
Iris Capital
Exclusive financial
advisers to
OmniPerception
April 2005
£3mn
Series B round
SEP, Cazenove
Cross Atlantic
Exclusive financial
advisers to
Zeus Technology
February 2005
Undisclosed
Has been acquired by
Exclusive financial
advisers to Cassium
May 2005
Undisclosed
Has acquired
Coronel
&
Gantock
Exclusive financialadvisers to Cassium
May 2005
Private and Confidential © FirstCapital Corporation Ltd 2009 9
The Results: We Achieve More for our Clients
“FirstCapital had the commitment and tenacity to manage a broadly based, international sale process for Multimap, dealing withthe world's top players in IT. They were thoroughly professional, adding value throughout a complex process, and on hand for
support whenever we needed them. We are delighted with the result."
Sean Phelan, Founder, Multimap
"I am delighted with the service delivered by the team at FirstCapital. They worked with us to position Smart421 as a key strategic asset in the marketplace. They leveraged their trusted and deep
relationships inside target acquirers on a global basis. They were totally committed, ran the whole process with the utmost attention to detail and delivered an excellent result for the shareholders, management and the company."
Julian Harris, Chairman, Smart 421
"FirstCapital is a rare breed: an investment bank which combines a deep understanding of positioning technology companies, with a highly efficient process to get deals done well.
It is unusual to find a group who truly drives both, to deliver maximum value to shareholders."
Tina Rogers, Chairman, AIM Group
"FirstCapital ran a tight, efficient and entirely complementary process, all the way from developing strategy and producing the marketing materials, through investor selection and management and onto deal negotiation and completion. Jason and his team shouldered the bulk of the load throughout, kept me well informed and managed expectations on both sides so that a
good deal became inevitable in a reasonable timescale without major management distraction. I would recommend First Capital without reservation".
Dr Geoffrey Andrews, CEO and Founder, Ranier
Private and Confidential © FirstCapital Corporation Ltd 2009
Sale of Multimap to Microsoft: Excellent Strategic Fit in a Fast Moving Market
10
Positioned as a strategic asset in a rapidly evolving sector The leading independent mapping company in Europe, offering both B2B and a popular B2C site
Multimap was ready to fully exploit the European opportunity as well as a re-launched public site
Passive investor Virgin Media was seeking exit and founder wanted to de-risk
Dual track process targeting investors and acquirers Requirement to support aggressive growth plans
Strong understanding of the market space
International marketing process to select the right partner FirstCapital produced a detailed IM which articulated the strengths and market opportunity of a
complex, mature and fast growing business
The Multimap team were briefed in detail and trained to emphasise key messages
FirstCapital targeted all the key contacts
Support through a detailed due diligence process Provided dedicated assistance for the production of a detailed data room
Managed large bidding teams through the data room process, including follow up queries
Delivered a market-defining transaction FirstCapital delivered a transaction with an excellent strategic fit and strong valuation
Strategic imperative for Microsoft as it goes head to head with Google in Europe
“FirstCapital had the
commitment and tenacity
to manage a broadly
based, international sale
process for Multimap,
dealing with the world's
top players in IT. They
were thoroughly
professional, adding
value throughout a
complex process, and on
hand for support
whenever we needed
them. We are delighted
with the result."
Sean Phelan, Founder
Multimap
Undisclosed
Has been acquired by
Exclusive financial
advisers to Multimap
December 2007
Private and Confidential © FirstCapital Corporation Ltd 2009 11
"FirstCapital effectively
became my right hand
man not just in
managing the
investment round but
also in devising and
shaping the future
strategy of Glasses
Direct.”
James Murray-Wells, CEO
Glasses Direct
Positioned GlassesDirect as extremely disruptive model with attractive fundamentals Already the world’s largest online retailer of prescription glasses
Structural advantage over offline incumbents, with the opportunity to disrupt a large traditional industry
We focused on a targeted shortlist of global Tier 1 ecommerce investors Management and shareholders were clear about their needs:
Partner with Tier 1 global ecommerce investors with a strong track record
Find an investor with ambitions to match management and deep pockets
Protect and increase valuation
Close the round quickly to enable management to focus on executing on the
opportunity
We ran a targeted marketing process, to achieve optimal outcome for the company Documentation prepared by FirstCapital to fully and concisely articulate the value of the opportunity
Detailed briefing and training of the management team for all interactions with VCs
Full support and strategic advice through an intense phase of follow-up meetings and requests
Managed the bidding and negotiation process, maintaining competitive tension throughout
Full support ensured quick, clean Due Diligence and legal phase Full support and advice to management through intense due diligence, negotiation and legal processes
Rigorous process management minimised risk, saved management time, and delivered cash quickly
FirstCapital delivered an excellent outcome, and a solid platform to execute Index and Highland joined the Board as two of the best respected ecommerce VCs globally
Existing shareholders delighted with the deal
GlassesDirect: Shattering the Optical Industry’s Traditional Business Model
£3mn
Series A round
Index
Highland
Exclusive financial
advisers to GlassesDirect
July 2007
Private and Confidential © FirstCapital Corporation Ltd 2009 12
Smart421 Exit: Thinking Outside the Box to Achieve a Premium Valuation
“First Capital worked
with us to position
Smart421 as a key
strategic asset in the
marketplace. They
leveraged their trusted
and deep relationships
inside target acquirers
on a global basis. They
were totally committed,
ran the whole process
with the utmost
attention to detail and
delivered an excellent
result for the
shareholders,
management and the
company.”
Julian Harris, Chairman,
Smart421
Positioned from outset as a strategic asset IT Services company providing application integration and managed services to blue chips
High end positioning as the company owning the application – NOT just another IT Services company
Price range established reflected this strategic positioning
Built optimal target list of acquirers Focussed on who had the greatest pain / need
Network integrators and telcos becoming increasingly commoditised
Offshore players looking to go head to head with IBM, Accenture
NOT traditional IT Services groups
Search conducted on global basis and across various sectors : prospects heavily qualified
Ran focussed marketing process Teaser and IM reflected strategic positioning, price range to qualify out time-wasters
Detailed briefing and training of team to ensure they remained on message
Managed the bidding process to generate competitive tension
Tightly managed to closure Heads to cash was four weeks
Reflected detailed preparation and aggressive project management
Delivered an exceptional transaction Kingston paid cash of £24.2mn including £4mn on balance sheet
Premium pricing of P/S 1.8x and P/PBT 13.5x (trailing revenues £11.1mn, PBT £1.5 mn)
Employees held substantial options: the deal was life changing
Ran post acquisition as an autonomous unit, with no redundancies
£24.2mn
Has been acquired by
Exclusive financial
advisers to Smart421
September 2006
Private and Confidential © FirstCapital Corporation Ltd 2009
Reevoo Fundraising: A Platform for Future Growth
13
Positioned as B2B, with upside from B2C Reevoo provides a B2B service to online retailers to collect customer reviews and then display them on
site.
We positioned the business’s B2C presence as a major upside to provide a “trust filter” for second
generation price comparison with innovative advertising model– NOT just another website
Target list of investors reflected client needs Reevoo management and existing investors were clear in what they wanted from a fund-raising
Protect and increase valuation
Investor with vision and contacts in the web sector
Respected investor with sufficient financing capacity to follow their money
Investors targeted on European and US basis, and included corporates and traditional VCs
Ran tight marketing process Teaser and IM reflected strategic positioning
Detailed briefing and training of team to ensure they remained on message
Managed the bidding process to generate competitive tension: 3 offers generated
Dedicated support through legal process Aggressive management of the transaction through to close
Minimised risk, saved management time and delivered cash quickly
Delivered a platform for future growth New board member Eden Ventures’ Ben Tompkins previously worked on selling Kelkoo to Yahoo
Shareholders exceptionally pleased with valuation
Existing investors pleased with deal terms and board composition going forward
“First Capital: you and
your team did a great
job advising us.
We got the deal and
investor we wanted in
a very short time
frame. It was great to
have you as part of the
team”
Richard Anson, CEO,
Reevoo
$5mn
Series A round
Eden Ventures
Exclusive financial
advisers to Reevoo
December 2006
Thank You
First Capital Corporation Ltd is authorised and regulated by the Financial Services Authority
FirstCapital
Elsinore House
77 Fulham Palace Road
London W6 8JA
UK
Tel: +44 (0)20 8563 1563
www.firstcapital.co.uk