FirstCapital Brochure 2011

Experienced. Connected. Trusted.

Corporate Overview 2011

FirstCapital

Elsinore House

77 Fulham Palace Road

London W6 8JA

UK

Tel: +44 (0)20 8563 1563

www.firstcapital.co.uk


• FirstCapital is a leading European investment bank specialising in

advising high growth technology companies

• Our team of senior investment bankers have collectively advised over

220 clients, from technology start-ups to multinationals, on over $145bn

of domestic, international and cross border transactions

• Established since 1999, we are recognised for our integrity,

professionalism and trustworthiness

• We have consistently proven our ability to deliver

• superior results through insightful positioning

• high success rates through tenacious commitment to closure

Independent

advice, expert

transaction

execution

UK based, we

have a global

reach

Proven ability

to achieve a

better outcome

FirstCapital: Experienced, Connected, Trusted

2

Investment Bank of the Year (Technology Sector) 2010

Small Investment Bank of the Year 2009


We have global reach

“FirstCapital had the

commitment and

tenacity to manage a

broadly based,

international sale

process, dealing with

the world's top

players.

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,

MultimapStrategic partnership with Covington

Associates, Boston, USA


Hazel Moore, ChairmanHazel has been active in advising clients on strategy and transactions for close to 20 years. 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).

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). He is on the Imperial Innovations advisory board.

Piers Hartland-Swann, Director Piers joined in 2008 from 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.

Our Directors are Experienced Financiers

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.

4


Zaeem Maqsood, Vice PresidentZaeem 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.

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 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.

Sean Parry, AssociateSean joined FirstCapital in 2009, and is focused on the internet and digital media sectors. Previously, Sean spent

3 years at Morgan Stanley, advising institutional funds and hedge funds on their Japanese equity investments.

Sean graduated from Oxford University, in Materials Engineering and Economics (M.Eng).

Our Professional Staff

5

Bala Krishnan, Vice PresidentBala 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.


David SextonDavid 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 President of

Global Markets at Cable and Wireless. David now holds a number of advisory and non-executive roles with early

stage businesses.

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.

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 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.

Adviser Bios: Leveraging Networks and Experience of Senior Executives

6


Our Services: What We Do

Strategic Advice

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

Fund Raising

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

Mergers and Acquisitions

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

7

Track Record and Selected Case Studies


February 2010

Private Placement

Alliance Trust

FirstVentures

Exclusive financial advisers

to FirstVentures

April 2009

Private Placement

Acton

Index Highland


to Glasses Direct

April 2009

Private Placement

Swarraton Partners

Naxos


to i2O water

February 2009

Private Placement

Investors

Undisclosed


to Everyclick

December 2006

Private Placement

Eden Ventures


to Reevoo

July 2007

Private Placement

Index Ventures

Highland

Capital Partners


to Glasses Direct

December 2007

Acquisition by


to Multimap

January 2008

Private Placement


to Prosonix

Solon Quest

Entrepreneurs Fund

July 2007

Equity and debt round to

finance acquisition of


to FirstVentures

March 2007

Private Placement


to FirstVentures

Investor Syndicate

Including

FirstVentures

June 2009

Private Placement

Success Europe

Albion Ventures

Oxford Capital Partners


to Helveta

January 2008

Private Placement

Alliance Trust

FirstVentures


to Ranier

June 2007

Acquisition by


to Centric

June 2010

Private Placement

Capricorn Morningside

Carbon Trust OCP


to Green Biologics

April 2010

Private Placement

BeCapital

Carbon Trust


to Helveta

October 2008

Strategic Advice


to Player One

October 2010

Strategic Advice

Financial advisers

to Trader Media Group

March 2010

MMC Ventures


to myvideorights

Private Placement

October 2008

Azini FirstVentures

Herald

Loudwater SPARK


to FirstVentures

Private Placement

December 2008

Acquisition by


to Texperts

January 2011

Private Placement

Frog Capital


to RatedPeople

9

FirstCapital Track Record – Select Recent Deals

http://www.adaptplc.com/Default.aspx


FirstCapital Track Record – Select Recent Deals (cont’d)

10

May 2005

Acquisition by

Eden


to Cassium

April 2005

Private Placement

Pentech Ventures

Iris Capital


to OmniPerception

February 2005

Private Placement

SEP, Cazenove

Cross Atlantic


to Zeus Technology

January 2005

Private Placement

MTI, DVC, Alice

Cazenove, FNI


to Powerlase

September 2006

Acquisition by


to Smart421

June 2002

Private Placement

Granville Baird

Lynx Capital


to AIM Technology

May 2005

Has acquired


to Cassium

Coronel &

Gantock

August 2003

M&A and

Strategic Advice

Solon, Quest

Entrepreneurs Fund


to Simulacra

October 2005


to FirstVentures

Private Placement

Investor Syndicate

including

FirstVentures

August 2005

Private Placement


to Global Silicon

Quester,

Celtic House, MTI

November 2003

Private Placement

The Challenge Fund


to OmniPerception

July 2005

Private Placement

Balderton Capital


to Rawflow

October 2003

M&A and

Strategic Advice


to Viewgate

January 2004

Private Placement


to Oxonica

VCF, BASF

Quester

May 2006

Acquisition by


to AIM Group

July 2006


to FirstVentures

Investor Syndicate

including

FirstVentures

Private Placement

http://www.omniperception.com/

http://www.omniperception.com/


The Results: We Achieve More For Our Clients

“FirstCapital's expertise in positioning helped us to clearly articulate the investment proposition and they were an invaluable resource in the preparation

of the materials required for the process. Their advice was thoughtful and insightful and they worked tirelessly to ensure the successful completion of the

round. I valued the fact that their senior people were fully engaged throughout the process right up to completion and they provided outstanding support.

I would highly recommend them.”

Patrick Newton CEO of Helveta

" 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

"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

11


Sale of Multimap to Microsoft: Strategic asset in a fast moving market

12

“FirstCapital did an

outstanding job of looking

after the interests of all

Multimap stakeholders.

They were ambitious in the

expectations they created

and then delivered on

their promise with

experience and integrity”

Sean Phelan

Founder, Multimap

Added value through insightful positioning in a rapidly evolving sector• Multimap was the leading independent mapping company in Europe with both a B2B offering

and a popular B2C site

• The market was changing rapidly with several major new entrants and a number of high

profile acquisitions

• Skilled positioning and market insight enabled us to articulate Multimap’s strengths and the

opportunity they offered in a complex and fast growing market

International marketing process to select the right partner• The Multimap team was briefed in detail and trained to emphasise key messages

• We managed a broadly based international dual track process dealing with the world’s top

players in IT

• Provided strong analysis and negotiation support for the several offers which were received

enabling Multimap to maximise the preferred bid

Rigorous process and tight project management enabled rapid deal close• Provided dedicated assistance for the production of a detailed data room

• Managed large bidding teams through the data room process including follow up queries

• Transaction delivered an excellent strategic fit and strong valuation with rapid time to close

December 2007

Acquisition by


to Multimap


Sale of Texperts to Kgb (118 118): Mobile Find finds the right home

13

“FirstCapital were very

responsive to our

requirements and acted

for us throughout the

process with diligence and

professionalism. They

consistently provided us

with high quality and

carefully reasoned advice

helping us through a

complex process. They

were a key component in

the successful completion

of the deal."

Sarah McVittie

CEO and Co-Founder

Texperts

Market leading mobile Q&A platform• Provided best of breed B2B & B2C service: answers were accurate relevant and immediate

• Cracked problem of achieving high quality service with profitable and scalable model

• Inbound interest from leading Internet players as a ready solution to their Q&A problems

For kgb, Texperts’ platform was a strategic imperative• Kgb had launched mobile Q&A service in UK (118 118) and sought to roll out across North

America and Europe

• Kgb’s own platform lacked scalability and answer quality lagged behind Texperts’

• Kgb recognised compelling value in Texperts’ assets

FirstCapital led deal negotiations during a market meltdown• Setting and negotiating strategic valuation with a clear analysis of buyer’s pain

• Ran an accelerated process providing hands-on cross-border support

• Aligned and coordinated shareholder and management interests

• Concluded transaction while wider market was in crisis: kept the deal on track and maintained

momentum

FirstCapital delivered a recession-defying transaction• Maximised strategic premium to deliver a transaction with an attractive valuation

• Achieved good exit for shareholders and retention package for management team

• Excellent strategic fit for kgb as Texperts underpins its mobile find businessDecember 2008


to Texperts

Acquisition by

Experienced. Connected. Trusted. 14

Glasses Direct: Shaking up the Optical Industry’s traditional business model

“FirstCapital has once

again proved itself as a

trusted partner for

GlassesDirect. Jason and

the team have advised us

over two successful rounds

of funding and all parties

around the table are

pleased with the result.”

James Murray-Wells

CEO, Glasses Direct

World’s largest online retailer of prescription glasses – and growing fast• FirstCapital had successfully advised GlassesDirect on £3m Series A from Index and Highland

• GlassesDirect sought £10m Series B to fund expansion of the UK business, a push into the US,

and an exploration of other European markets

FirstCapital selected to advise on Series B• FirstCapital had established a position as a trusted advisor to the company

• FirstCapital’s strong negotiation skills were clear from Series A

• Series A had demonstrated that FirstCapital Directors are hands-on

We ran a tight marketing process: shortlist of global Tier1 ecommerce investors• Sought investor with deep enough pockets and strong enough ambitions to protect the

valuation

• Provided 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 • Board valued FirstCapital’s analysis of legal complexities and explanation of implications

• FirstCapital kept process on time throughout negotiations

• FirstCapital balanced the conflicting requirements of different stakeholders

FirstCapital delivered an excellent outcome, and a solid platform to execute• Specialist internet and mobile investor Acton joined Index and Highland, who reinvested

• Round size was expanded to accommodate excess demand, also scope for sell down

April 2009

Private Placement

Acton,

Index, Highland


to Glasses Direct


Helveta: Cleantech software attracts international investor syndicate

15

Clearly articulated complex position to attract investors• Market leader in supply chain intelligence software, used in timber sector for sustainable

forestry management and in food sector for security of agricultural supply chain

• Cleantech investors often lack experience of software commercialisation

• Software investors tend to be wary of emerging markets

Committed dedicated resource to a two phase process• £6-8m total investment required for working capital to scale the business and for further

investment in the product

• Highly challenging market conditions led to decision to raise funds in two phases

Ensured competitive process for each round• Drawing on its international networks, FirstCapital sourced a range of potential investors for

each round and obtained several termsheets

• Enabling Helveta to evaluate the offers and select its preferred partners

Delivered a syndicate of well networked international investors• In April 2010 BeCapital, a Luxembourg-based fund dedicated to technologies which protect and

enhance natural resources led a £5mn round which also included the Carbon Trust

• In June 2009 Albion Ventures, Oxford Capital Partners and Succes Europe completed the initial

£3m round

“FirstCapital not only

delivered a deal that

satisfied all parties, they

also impressed us with the

range and quality of

investors that they

enabled us to attract”

Patrick Newton

CEO, Helveta

April 2010

BeCapital

Carbon Trust


to Helveta

Private Placement


Smart421: Thinking outside the box to achieve premium exit

16

“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

We positioned Smart421 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

We built optimal target list of acquirers • Focused 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

We ran focused 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

• Heads to cash in 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 £1.5mn)

• Employees held substantial options: the deal was life changing

• Ran post acquisition as an autonomous unit with no redundancies


to Smart421

September 2006

Acquisition by


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

FirstCapital Brochure 2011

Documents

london university

founding firstcapital

director piers

independent firstcapital

kpmg london

global reach firstcapital

cambridge university

director johns