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INVESTOR PRESENTATION / APRIL 2019 LFE SPORTS CAPITAL LTD
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Page 1: LFE SPORTS CAPITAL LTD - LUXURY PROPERTY GLOBAL LFE... · Mortgage Backed Securities, in 1988 the market was $150 Billion USD in size, by 2016 it had reached $9.9 Trillion USD in

INVESTOR PRESENTATION / APRIL 2019LFE SPORTS CAPITAL LTD

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TABLE OF CONTENTS

Contents Section 21 What we do? Introduction Increasing revenues Structured finance (SSF) Benefits of (SSF) Key Components Expertise & Innovation Shoulder to Shoulder Execution Pipeline The mechanics of a deal Valuation Summary The offer Terms & Conditions Disclaimer & Risk Factors Contact us

2 3 4 5 6, 7 8 9 10 11, 12 13, 1415 16 17 18 19 20 21, 22, 23 24 25

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IMPORTANT NOTICEThis Invitation, as defined below, is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) issued by the Company which accepts responsibility for the information contained herein. This document has been approved as a financial promotion for UK publication by Columbus Legal Ltd whose offices are located at 83 West Regent Street, Glasgow, G2 2AW (“Columbus”). Columbus is authorised and regulated by the Financial Conduct Authority to conduct investment business. Columbus is registered on the Financial Conduct Authority’s Register with registered number 601462. Columbus is acting exclusively for the LFE Sports Capital Ltd. in connection with the company share offer and no one else, and will not regard any other person as its customer nor be responsible to any other person for providing the protections afforded to customers of Columbus or for advising any such person in relation to the issue of LFE Sports Capital shares.

 

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500M EURO+LEGAL NAME: LFE Sports Capital Ltd

REGISTERED ADDRESS: c/o SH Corporate Services Ltd, 3rd Floor, Harbour Centre, PO Box 61, George Town, Grand Cayman KY1 –1102, Cayman Islands Company Registration Number: 341132

WHAT WE DO? LFE Sports Capital ‘LFE-SC’ is a sports structured finance (‘SSF’) originator that is majority owned by the White Tiger Global Opportunities Fund, a professional open-ended Cayman Islands Investment Fund with over $400m USD Assets under management* managed by White Tiger Asset Management, an investment management company registered with the Cayman Islands Monetary Authority, but with offices all over the world. LFE-SC originates and designs financial products based on sound structured finance principles and rules in terms of composition.

HOW WE DO IT? Products ranging from securitisations, CDO’s, CLO’s and various bespoke derivative products that are underpinned by investment grade inputs where possible. The strategy looks at asset transformation and credit enhancement as its core ethos.

WHY CHOOSE US? Within 3 months the current deal pipeline is in excess of Euro 500m the strategy is already gearing up to be the biggest disruptor in sports, media and entertainment financing in 2019.

*Source: Bloomberg Terminal under fund ticker ‘WTGOFND’

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GLOBAL SPORTS FINANCE IS AN UNTAPPED US$100 BILLION DOLLAR MARKETINTRODUCTION In general Sports Finance, and in particular association Football finance is in our opinion lacking a certain financial sophistication in its present state. There is no denying the upward trajectory of the revenue increase year on year, even in times of the macroeconomic global economy suffering severe recession, this can be seen in 2008- 2009 during the Global Financial Crisis. With that analogy in mind it is fair to liken the Sports Finance market with the Mortgage Finance market prior to the advent of sophisticated financial instruments being brought in, in the form of Mortgage Backed Securities, in 1988 the market was $150 Billion USD in size, by 2016 it had reached $9.9 Trillion USD in the United States alone. With Football alone we are talking about a 4-Billion-person demographic. RATIONALE However, reverting back to the GFC if we are to unravel some of the most complex derivatives that were rated AAA and assess each risk individually, we would see a large amount of ‘NINJA’ loans, made to individuals with No Income No Job, and certainly nothing even remotely close to investment grade risk of which they were bundled up and rated as.

With the Sports finance market, we believe this comparison strengthens our offering. When we look at the market opportunity, we can see a lack of capital markets sophistication at work, we can see opaque pricing for the same risk across two different sports clubs. When we look at the inputs in terms of risk to the football market, we can see broadcasting rights from companies such as SKY PLC, Walt Disney Group’s ESPN and Time Warner’s Turner are all investment grade.

Even shirt sponsors such as Standard Chartered at Liverpool or Chelsea’s sponsor Yokohama Tyres are both investment grade. In cases where we look at kit manufacturers Nike, Adidas, Puma and Under Armour all investment grade.

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INCREASING REVENUES + INEFFICIENT MARKETS = OPPORTUNITYMAJOR INCREASE IN REVENUES This has now been complimented by Amazon and Facebook joining the ‘arms race’ with their acquisitions of EPL and Champions League coverage. Think when we combine this risk with other sports clubs’ receivables, and we generate a quantitative approach to Ratings agency methodology we are able to create investment grade bonds that will be rated and distributed to the institution investor audience globally.

INEFFICIENCIES WITHIN EXISTING PRICING In terms of price discovery and transparency, we have seen two English Premier League clubs being quoted by a merchant bank for the same risk, the broadcast receivable, but the Top 6 club being quoted 4.25% and the newly promoted club being quoted 7% per annum in interest charges. This occurrence happens more frequently within the Association Football world and this is why we believe we bring a new level of financial sophistication in terms of product design and composition, and transparency in terms of price discovery for the marketplace.

SCALE, TRANSPARENCY AND CAPITAL MARKETS SOPHISTICATION We also bring liquidity and scale through the creation of full-blooded capital markets debt instruments in the form of Asset Backed Securities (‘ABS’) which used responsibly can assist the development of a club and its revenue base and outreach and effectiveness in the local and global community. The size of the global securitisation market is in excess of $10 Trillion USD, we look at global sports market of being $100 Billion USD, we can see how capital markets dwarf the sports economy laying a path to unprecedented growth and scale.

Source: Google search ‘global securitisation market size’

‘The global securitized market is $10.4 trillion in size, with the U.S. securitized market representing 86%. 1 Global Market conditions currently present a compelling opportunity, in our opinion, to invest in the asset class, which offers attractive carry, relatively low interest rate sensitivity and historically…’

An Overview of the Global Securitized Markets - Morgan Stanley https://www.morganstanley.com/im/publication/insights/investment-insights/ii_anoverviewoftheglobalsecuritizedmarkets_en.pdf.

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CAPITAL MARKETS PRODUCTS UNLEASHED ON THE SPORTS WORLD….

Football market entry rationale = DEMOGRAPHICS

4 billion fans worldwide; FIFA World Cup 2018 watched by nearly half the world’s population.

US$33 billion in worldwide football revenues

US$1.5 billion of prize money available to teams in the UEFA Champions league.

Football attracts 5% of the population as participants, with 50% noted as supporters, fans and spectators.

Fans: 80 million players in Asia; 60 million in Europe; over 40 million in Africa and North America. Some 30 million people of South Americas consider themselves part of the football community.

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ENTER SPORTS STRUCTURED FINANCE (‘SSF’) COURTESY OF LFE-SC

Secured Bonds

These products enable the beneficiary to realise future cashflows in advance, utilising structured finance techniques and where possible keeping such deals on an ‘off balance sheet’ basis.

CLUBS:

LFE-SC has the following Football product suite to combine its SSF structures enabling a vast product offering for any football club in any country to tap.

PLAYERS:

SSF PRODUCT SUITE

Single and multi-tranche collateralised debt

obligations

Collateralised Loan Obligations

Whole/part Company Securitisation’s

Player Transfer financing – max. 7 seasons

Player Transfer financing – more than 7 seasons

Player Transfer financing (buying club risk)

Player Transfer financing (reverse structure – selling club risk) Overseas Player Transfer Financing

Premier League payments financing

Basic Award payments financing

Overseas Broadcasting Money financing Payroll financing

Season Ticket financing

Sponsorship payment financing

Player Squad value financing

Player Salary Advance financing

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FLOATING RATE EXPOSURE WITH POSSIBLE HEDGE -With current rates at historical lows, securitised credit is well positioned to potentially outperform traditional fixed income instruments but using swaps rates can be fixed if interest rates increase globally.

CREDIT ENHANCEMENT -LFE-SC incorporates structural features that can enhance investor protection such as tighter covenants and over-collateralisation.

DIVERSIFICATION - Securitised credit has lower correlation to other fixed income asset classes and can increase portfolio diversification

NON-CORRELATION - As an asset class Sports teams are not correlated to equity markets or the wider economy. 2008-2009 performance has proven this.

BENEFITS OF STRUCTURED FINANCE FOR INVESTORS

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KEY COMPONENTS OF A TYPICAL DEAL

WE UTILISE SUPPLIERS SUCH AS: RATING AGENCIES GET INVOLVED…. Most structured finance deals shall involve a rating agency such as Moody’s, S&P, Fitch or Kroll Bond Ratings. This process allows the rating agency to ensure that the pool of assets that LFE-SC has put together in the ‘pool’ can withstand certain stress tests and also go some way to assist investors of making a decision on the level of risk Vs. Price that they are willing to pay for the pool of assets on offer.

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STRUCTURED FINANCE EXPERTISE AND INNOVATION

Meet the new aristocrats of debt - the people and companies cashing in on a record boom in these once-marginal investments whose relatively high returns have attracted yield-hungry investors. Source: Bloomberg

In summary, the fact that LFE-SC has brought the structured finance world to the sporting world should be seen as an innovative way of offering bonds to the worlds institutional investors seeking investments that are safer and better structured and more transparent than the old-world way in which sports clubs used to raise funding.

The upside is for all to see, clubs get better pricing and access to funds previously ‘un-tappable’ and investors get exposure to an asset class that they previously did not have a vehicle to access.

LFE-SC has looked at the convergence of the global sports business machine and the global capital

markets and it has been the research and development of multiple products that have been in existence for 20+ years in the wider economy that we have sought to tailor and ‘tweak’ to fit the sports world.

Enter the LFE-SC Sports CLO……. First of all, if we see the recent advent of the CLO world, a CLO is a collateralised Loan obligation, this is nothing to do with Lehman brothers or the financial crisis, it is merely a bundle of loans to companies who are not investment grade, and then sold as one bundle with varying levels of risk to institutional investors.

The term ‘CLO originator’ and ‘CLO manager’ are the professionals that design and construct and then manage these ‘bundles’ and this is where the big money is made.

“”

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STRUCTURED FINANCE EXPERTISE AND INNOVATIONLFE-SC has identified that the sports industry, and in particular Football as a ‘blue ocean’ opportunity to be able to replicate the Wall St. model that has been used to provide liquidity across every industry imaginable, to the tune of $125B USD in 2018 alone.

LFE-SC has identified a structure that will allow it to combine multi-club, multi-jurisdiction financings and package up as a ‘pool’ of risk to then sell on to the institutional market who shall in turn sell on to pension funds, insurance companies, endowments, sovereign wealth funds, hedge funds and family offices et al which shall provide LFE-SC the opportunity to earn fees from arranging and originating deals, then on an annual basis to earn a credit spread from the difference between what it charges the clubs and what it sells the products off at.

The long-term earnings potential of this particular product is reinforced by deals that span 5-7 years and that have ‘roll-over’ provisions allowing new deals to be ‘refinanced’ at the end of the tenure.

Risk management, Risk transfer and being on the winning team…for once For decades the retail investor has been seen as the ‘exit’ or the ‘short’ or in some cases unbelievably described as ‘muppets’ by some of the largest banks in the world. When the financial crisis hit there were numerous examples of this via the U.S market involving Countrywide, Goldman Sachs et al. LFE-SC is giving the non-institutional investor an opportunity to partake with a strategy that allows them to stand shoulder to shoulder by being part of a company that is deploying ‘ninja’ strategies’ that insulate it from carrying risky assets or being the ones that buy said risky assets in times of economic turmoil.

Furthermore, LFE-SC shall deploy non-performance insurance to cover any potential downside to its institutional buyers of its products. Something that allows the institution to benefit from a credit enhanced product that is non correlative to the stock markets, another strength of LFE-SC and the longevity of its business model.

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SHOULDER TO SHOULDER WITH THE BIG BOYSThe Financial press is well aware of how lucrative this particular model has been in the wider economy. As we can see from the following recent headlines all sourced from Bloomberg

All sourced from: Bloomberg

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FOOTBALL FINANCE ORIGINATION CAPABILITIESLFE-SC has an overarching reach in terms of originating new deals. In terms of professional football clubs, the main markets are laid out below:

Source: Wikipedia ‘UEFA’

UEFA accounts for the bulk of LFE-SC targets and accounts for 55 countries.

CONMEBOL in South America is also a marketplace of high interest as it encompasses

the likes of Brasil, Argentina, Chile and Colombia with clubs producing the next wave of superstars to be sold onto European clubs within UEFA.

LFE-SC also believes that the Asia Pacific and African markets represent a growing opportunity as the national leagues in say Australia are becoming more commercially attractive.

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EXECUTION THROUGH EXPERIENCE Having reach is one thing, but execution is the key to the LFE-SC business success.

With that in mind, the LFE-SC team is comprised of Sports finance professionals and the birth of LFE-SC is from the joining of forces of these professionals who have previously executed over 150 sports finance deals over the last 15 years with zero defaults.

This track record answers the most critical question any new venture can face, that of execution and how does the idea translate to the marketplace.

Is there a need?

Is there a competitive edge offered by LFE-SC?

Can LFE-SC originate cross-border transactions?

The answers are plain to see through existing Adoption and Application….

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THE PROOF OF CONCEPT…To prove the concept and capabilities, LFE-SC have already signed the following deals:

TOTAL TICKET SIZE IN PIPELINE:

EURO €544M

France Ligue 1 - Euro €80m financing

France Ligue 1 - Euro €100m financing

Turkey Super - Euro €114m financing

Multi Club SSFCLO - Euro €250m financing

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LFE-SC has a proprietary transaction evaluation model applying quantitative and qualitative approaches.

THE MECHANICS AND TRANSACTION FLOW OF A TYPICAL DEAL LOOKS LIKE THIS:

1. LFE-SC team speak with club hierarchy to identify the finance requirement

2. LFE-SC analysts assess data and build financial model to justify financing

3. LFE-SC structuring team create a product template and term sheet 4. LFE-SC team deliver draft term sheet to football club

5. On acceptance of terms the club and LFE-SC sign agreement

6. Further Due diligence, stress testing and investor appetite

7. Legal counsel is instructed 8. Rating agency is instructed

9. Rating agency provides indicative rating

10. Investors agree to purchase product at certain price

11. Security Documents are executed 12.Deal completes with funds distributed

13.LFE-SC receives its fee and ongoing credit spread

14.Ongoing surveillance carried out by LFE-SC and rating agency

THE TRANSACTION LIFE CYCLE IS USUALLY BETWEEN 60-90 DAYS.

THE MECHANICS OF A DEAL

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VALUATION OF LFE SPORTS CAPITAL LTDFor LFE-SC, we have built a very simple valuation model based on a multiple of EBITDA.

For the sake of conservativeness, we have removed the annual fees earned through the annual spread to account for the company overheads which acts as conservative measure in terms of valuation methodology.

Round 1 = $148m USD Valuation Round 2 = $376M USD Valuation

Projected 2.5X Growth in 12 months

ROUND 1 ROUND 2

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IN SUMMARY… LFE-SC CAN BE SUMMARISED BY THESE KEY POINTS:

LFE-SC is a sports finance boutique using structured finance techniques such as securitisation

LFE-SC originates football and sports clubs looking for cheaper funding sources

LFE-SC delivers capital markets style bonds to institutional investors

LFE-SC has a pipeline of Euro 544m deals in place

LFE-SC is projected to grow x2.5 in its first 12-18 months

LFE-SC is offering non-institutional investors the chance to be part of the company and enjoy the kind of investment strategies that only the big hedge funds are privy to

LFE-SC has a team with 15 years track record in sports finance and 17 years in structured finance

LFE-SC’s team have completed over 160 successful sports financings with ZERO defaults

LFE-SC is majority owned by an Investment Fund with over $400m USD of assets under management

LFE-SC is originating and designing multi-club investment grade products never seen before in the football or wider sports world

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THE OFFER

PLACING SUMMARY Number of Shares in offer for Subscription

Price per Share

Gross Proceeds (assuming full subscription)

Minimum Investment*

VALUATION Shares in Issue Prior to Funding

Shares in Issue post funding

Valuation based on offer price

10,000,000 Ordinary Non-Voting Shares

$1.00

$10,000,000

$10,000 (£7500.00)

100,000,000

100,000,000

$100,000,000

USE OF THE PROCEEDS Product structuring legal, financial and regulatory permissions and opinions, distribution roadshow and fees.

Commission

Consultants (Analysts)

Offices / Facilities

Business Development

Legal

$7,500,000 (75%)

$1,200,000 (12%)

$250,000 (2.5%)

$100,000 (1%)

$250,000 (2.5%)

$700,000 (7%)

The Company offers for subscription up to 10,000,000 Ordinary Shares at a price of $1.00 per share.

* Currency conversion from GBP to USD shall be calculated on the day of investment using the live exchange prices on: www.xe.com

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1. The contract created by the acceptance of applications under the Offer will be conditional upon satisfaction of the Conditions.

2. The right is reserved by the Company to present all cheques and bankers’ drafts for payment on receipt and to retain surplus application monies pending clearance of successful applicants’ cheques. The Company reserves the right to reject, in whole or in part, or to scale down, any application. If any application is not accepted in full, or is accepted for fewer Ordinary Shares than the number applied for, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned (without interest) by crossed cheque in favour of the applicant, through the post to the applicant’s address set out on the Application Form at the risk of the person(s) entitled thereto within seven days of the closing of the Offer. The Company reserves the right to treat as valid and binding upon the Applicant any application, even if the accompanying Application Form is not completed in all respects in accordance with the instructions or is not accompanied by the power of attorney where necessary. The right is reserved to reject any application in respect of which the Applicant’s cheque or banker’s draft has not been cleared on first presentation. Notifications of acceptance or non-acceptance will not be issued pending issue of definitive certificates for the Ordinary Shares or return of application monies (as the case may be).

TERMS AND CONDITIONS

3. By completing and delivering an Application Form each Applicant: 3.1. offers to subscribe under the Offer for the number of Ordinary Shares specified in the Application Form (or such lesser number for which his application is accepted) at the Offer Price on the terms and subject to this document, including these terms and conditions. 3.2. agrees that, in consideration of the Company agreeing that it will not after 30 August 2019 (or such later date if the Offer is extended) issue or allot any Ordinary Share which is subject to the Offer to any person other than by means of the procedures referred to in this document, his application shall not be revoked and this paragraph shall constitute a collateral contract between him and the Company which will become binding upon dispatch by post to, or (in the case of delivery by hand) on receipt by, the Directors of the Application Form 3.3. warrants that his remittance will be honoured on first presentation and agrees that if such remittance is not so honoured, he will not be entitled to receive a share certificate in respect of the Ordinary Shares applied for or to enjoy or receive any rights or distributions in respect of any Ordinary Shares unless and until he makes payment in cleared funds for such Ordinary Shares and such payment is accepted by the Company (which acceptance shall be in its absolute discretion and may be on the basis that he indemnifies the Company against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of his remittance to be honoured in first presentation) and that, at any time prior to unconditional acceptance by the Company of such late payment in respect of such Ordinary Shares, the Company (without prejudice to any other rights) may avoid the agreement to allocate such Ordinary Shares to him and may reallocate Ordinary Shares to some other person, in which case he will not be entitled to any refund or payment in respect of such Ordinary Shares (other than the refund to him at his risk of any proceeds of the cheque or banker’s draft accompanying this application, without interest)

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3.4. agrees that any monies returnable to him may be retained by the Company pending clearance of his remittance and that such monies will not bear interest 3.5. agrees that applications which are settled by way of a third party payment, e.g. banker’s draft, building society cheque or a cheque drawn by someone other than the Applicant, will be subject to the UK’s verification of identity requirements which are contained in the Money Laundering Regulations 2007 as amended, updated, replaced or superseded from time to time 3.6. agrees with the Company promptly, on request, to disclose in writing any information in connection with his application and authorises the Company to disclose information relating to his application as it may consider appropriate 3.7. agrees that any definitive share certificates to which he may be entitled and monies to be returned to him may be retained pending clearance of his remittance or pending any suspected breaches of the warranties of this section and that such monies will not bear interest

3.8. agrees that all applications, acceptance of applications and contracts resulting there from under the Offer shall be governed by and construed in accordance with the laws of England and Wales, and that he submits to the jurisdiction of the Courts of England and Wales and agrees that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of it in connection with any such applications and contracts in any other manner permitted by law or in any court of competent jurisdiction 3.9. confirms that in making such application he is not relying on any information or representation in relation to the Company other than the information contained in the Information Memorandum referred to as (Investor Presentation) dated 09 April 2019 and accordingly he agrees that no person responsible solely or jointly for the documents or any part thereof or involved in the preparation thereof shall have any liability for any such other information or representation 3.10.agrees that, having had the opportunity to read the documents, he shall be deemed to have had notice of all information and representations concerning the Company contained therein 3.11. warrants that he/she is not under the age of 18 3.12. agrees that all certificates, documents, monies and cheques sent by post to the Company or Escrow will be sent at the risk of the person(s) entitled thereto to the address specified in the Application Form (or in the case of multiple applicants, the first named)

3.13. warrants that, if an Application Form is signed on behalf of somebody else, the signatory has the authority to do so and such person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these terms and conditions

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3.14. warrants that no other application (not being an application under the terms of the Application Form) is being made by him for his own account or by another on his behalf or for benefit and with his knowledge for such purpose or, if he is applying as agent or nominee of another, that no other application is being made by him (not being an application as aforesaid) as an agent or nominee for that other person and that other person is not, to his knowledge, acting in concert with any other person or persons as aforesaid 3.15. warrants that, in connection with the application he has observed the laws of all relevant territories, obtained any requisite governmental or other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with his application in any territory, other than stamp duty or stamp duty reserve tax, and that he has not taken any action which will or may result in the Company or any of their respective partners, directors, advisers, officers, agents or employees acting in breach of the regulatory or legal requirements of any territory in connection with the Offer or the application 3.16. authorises the Company or its agents to do all things necessary to effect registration into the applicant’s name of any Ordinary Shares for which his application is accepted and authorise any representative of the Company to execute and/or complete any document of title required 3.17. warrants that he is a person to whom any one of regulations 48, 49, 50, 50A and 51 of the Financial Promotion Order applies. No person receiving a copy of this document or an Application Form in any territory other than the Cayman Islands may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form could lawfully be used without contravention of any registration or other legal requirements

It is the responsibility of any person outside the Cayman Islands wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory. Save where the context otherwise requires, words and expressions defined in this document have the same meaning when used in the Application Form and any explanatory notes in relation thereto.

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The information contained herein has been prepared to assist prospective investors in making their own evaluation of the Company and is given in summary form and does not purport to be all-inclusive or complete nor to contain all of the information a prospective or existing investor may desire. Prospective investors contemplating making an investment in the Company should read and fully consider the content of the Confidential Information Memorandum referred to as the (Investor Presentation) issued by the Company relating to the offer, by private placement, of shares in the Company, and should take professional advice where necessary, before actually making an investment in the Company. Interested parties should conduct their own investigation and analysis of the Company and the data set forth herein. Prospective investors will be expected to have conducted their own due diligence investigation regarding these and all other matters pertinent to an investment in the Company. The Company makes no representation or warranty as to the accuracy of completeness of the data set forth herein and shall not have any liability for representations (express or implied) regarding the data set forth herein, or for any omissions from, the data set forth herein or any other written or oral communications transmitted to the recipient in the context of this Investor Presentation. Information in this Investor Presentation, including forecast financial information, should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments (including shares in the Company) and does not take into account your particular investment objectives, financial situation or needs. Before acting on any information you should consider the appropriateness of the information having regard to these matters, the contents of the Investor Presentation, and, in particular, you should seek independent financial advice. All securities and financial product or instrument transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments and, in international transactions, currency risk. This presentation includes certain statements and estimates provided by the Company with respect to the projected future performance of the Company including statements, estimates and projections regarding our intent, belief or current expectations with respect to the Company’s businesses and operations, market conditions, results of operation and financial condition, capital adequacy, specific provisions and risk management practices, which constitute “forward looking statements”, which can be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to

various risks and uncertainties and depending on various factors including those described in filings made with the relevant regulatory authorities and governing bodies, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. Such statements, estimates and projects reflect various assumptions by management concerning possible anticipated results, which assumptions may or may not be correct. No representations are made as to the accuracy of such statements, estimates and projections. Readers are cautioned not to place undue reliance on these forward looking statements. The Company does not undertake any obligation to publicly release the result of any revisions to these forward looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events. While due care has been used in the preparation of forecast information, actual results may vary in a materially positive or negative manner. Forecasts and hypothetical examples are subject to uncertainty and contingencies outside the Company’s control. Past performance is not a reliable indication of future performance. This Investor Presentation may be translated into other languages. Where this Investor Presentation is translated into another language, the translation shall be as close as possible to a direct translation from the English text and changes therefrom shall be only as necessary to comply with the requirements of the regulatory authorities of other jurisdictions. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail and all disputes as to the terms thereof shall be governed by, and construed in accordance with, the laws of the Cayman Islands. This Investor Presentation is based on the law and practice in force in the Cayman Islands at the relevant time and is subject to changes therein. In the event of any dispute between the Company and an investor, such dispute shall be determined by the courts of the Cayman Islands. This Investor Presentation is confidential. Any reproduction or distribution of this Investor Presentation, in whole or in part, or the disclosure of its contents, without the consent of the Company, is prohibited except as required by law or by any regulatory or governmental authority. By accepting delivery of Investor Presentation, each prospective investor agrees to keep confidential all information contained herein and therein that is not already in the public domain and to use this Investor Presentation for the sole purpose of evaluating a possible investment in the Company. Notwithstanding the foregoing, prospective investors are permitted to consult their accountant, legal advisor or other independent professional advisor on the contents of this Investor Presentation as part of the evaluation process. The distribution of

this Investor presentation and any offering of investment in the Company in certain jurisdictions may be restricted and accordingly persons into whose possession this Investor Presentation may come are required by the Company to inform themselves of and to observe any such restrictions. This Investor Presentation does not constitute a recommendation by the Company or any other person, or advice to any recipient of this Investor Presentation, on the merits of making an investment. Prospective investors must make their own independent assessment, after making such investigations as they consider necessary, of the merits of investing in the Company. Prospective investors should consult and rely upon their own investment, accounting, legal and tax representatives and advisors as to such matters concerning the Company to evaluate independently the financial risks, consequences and suitability of an investment in the Company, or if in any doubt about the contents of this Investor Presentation. Investment in the Company carries substantial risk and may involve special risks that could lead to a loss of all or a substantial portion of an investment. Unless prospective investors fully understand and accept the nature of the Company and the potential risks inherent in the Company they should not invest in the Company. Each prospective investor is wholly responsible for ensuring that all aspects of the Company are acceptable to them. There can be no assurance that the Company’s objective will be achieved and investment results may vary substantially over time. Investment in the Company is not intended to be a complete investment programme for any investor. Prospective investors should carefully consider whether an investment in the Company is suitable for them in light of their circumstances and financial resources. Prospective investors should inform themselves as to the legal requirements within the countries of their nationality, residence, ordinary residence or domicile for such acquisition, any foreign exchange restrictions or exchange control requirements which they might encounter on acquisition or disposal of shares and the income tax and other taxation consequences which might be relevant to the acquisition, holding or disposal of shares. Requirements which may be deemed necessary for the protection of retail or unsophisticated investors do not apply to the Company, which is therefore not suitable for retail or unsophisticated investors.

DISCLAIMER AND RISK FACTORSTHIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT WITH YOUR ACCOUNTANT, LEGAL ADVISOR OR OTHER INDEPENDENT PROFESSIONAL ADVISOR

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