Professional Documents
Culture Documents
May 2006
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Table of Contents
Particulars Page
1 Executive Summary 3
1.1 Introduction to Jahangir Siddiqui Group 3
1.2 Structure of the Jahangir Siddiqui – Financial Services Group 3
1.3 JSCM’s Equity Sales & Distribution Team 4
1.4 JSCM Research 4
1.5 JSCM’s Investment Banking Team 5
1.5.1 Investment Banking Services 5
1.6 Fixed Income Advisory Team 5
2 Equity Listing Credentials of JSCM 6
3 Valuations Exercises carried out during Last Five (5) Years 9
4 Selected Fixed Income Transactions 12
5 Selected Privatisation, Merger & Acquisition Transactions 13
6 Other Advisory Transactions 13
7 JSCM’s Team Qualifications 14
7.1 JSCM’s Team Structure 14
7.2 Curriculum Vitae of JSCM’s Team Members 15
8 Assignment Execution 28
8.1 Scope of Work 28
8.1.1 Financial Restructuring Plan 28
8.1.2 Execution of Financial Restructuring Plan 28
8.2 Methodology for Development of Financial Restructuring Plan 28
8.2.1 Due Diligence 28
8.2.2 Financial Modeling & Projections 29
8.2.3 Sensitivity Analysis 29
9 Fee & Expenses 30
9.1 Advisory & Consulting Fee 30
9.2 Out-of-Pocket Expenses 30
9.3 Payment Modalities 30
2
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
1 Executive Summary
Jahangir Siddiqui Capital Markets Ltd (“JSCM”) has great pleasure in submitting this proposal to act as a
Lead Manager (“LM”) in response to request from the Privatisation Commission (“PC”) for input on how
they may structure and execute the listing and Offer for Sale of a to-be-determined percentage of
Government of Pakistan (“GoP”) owned shares of State Life Insurance Corporation of Pakistan
(“SLIC”) through the domestic stock exchange(s) (the “Assignment”).
Our proposal provides a background on JSCM – its experience and expertise in capital markets. The
proposal sets out how we would approach the Assignment, provides details on the process involved,
valuation of SLIC, timing and how we would achieve maximum demand for SLIC shares.
The following paragraph illustrates the overall structure of the Jahangir Siddiqui’s Financial Services Group.
3
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
One of the largest securities brokerage house in Pakistan with market share of
5% of volume traded at the KSE
One of the largest equity
sales teams in the securities Best Equity House of 2005 accredited by CFA Association of Pakistan
industry in Pakistan
Best Equity and Best Bond House of 2004 accredited by asiamoney
2 sales locations
Foreign investors coverage including major firms such as Bear Stearns, Morgan
Stanley, IFC, etc.
JS Research Analyst
adjudged as # 1 1.4 JSCM Research
Research Analyst by the
JSCM Research is the pioneer in economic and equity research in Pakistan
Currently, we have one of the largest research teams with six analysts and four
for two consecutive years support staff
in 2003 and 2004
Our research universe covers 49 companies that represents more than 80% of
KSE 100 index
Since 1991, the department has been the exclusive provider of research and
data on Pakistan to Standard and Poor’s Emerging Markets Database
JSCM Research also provided research for the Hong Kong-based Pakistan
Investment Fund, the first dedicated off-shore investment fund in Pakistan
Morning briefings
Market statistics
Weekly market overview
Valuation snapshot
4
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
JSCM’s Investment Banking Team assists public and private sector entities, financial institutions,
multinational corporations and domestic as well as international institutional investors in equity offering
through private placements, underwriting and advisory assignments. These assignments include
raising finances through domestic and international capital markets in either the form of equity or debt,
mergers and acquisition and privatization or other advisory.
JSCM has diversified experience in transactions both domestically and internationally and has been
involved on transactions ranging from privatization to financial advisory. JSMC’s client driven strategy
in conjunction with industry specialists in research and the placement capabilities of the Equities,
Money Markets and Fixed Income teams enables the Investment Banking group to meet each client’s
specific needs.
JSCM has one of the largest Fixed Income Sales teams in the industry that serves 75+ institutions. JSCM’s
investment banking team has served as advisors /arrangers/underwriters on majority of the TFC issues
(Bond issues) in Pakistan to date.
We would like to take this opportunity to again thank PC for inviting us to participate in this
Assignment. This mandate is extremely important to us and we undertake to fully commit people
and resources to ensure the Offer for Sale is very successful.
5
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
6
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Assignment Description
NetworkAirblue
Microfinance The Resource Group
Bank
airblue Limited
Network Microfinance Bank TRG Pakistan Ltd
Initial Public Offering
Convertible Equity Initial Public Offering /
US$ 1.67 Mn Right Issue
Bridge Finance Facility
Financial Advisor
US$ 10 Mn / US$ 24 Mn
US$ 3.5 Mn
Exclusive Financial Advisor
Lead Advisor & Arranger
2005
2003 / Ongoing
2004
7
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Assignment Description
Azgard 9 Chenab
ABAMCO
1994
8
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Assignment Description
Bestway
Japan Power Cement
Generation Chakwal Cement
Ltd
Japan Power Generation
Bestway Cement Ltd Ltd Chakwal Cement Ltd
Foreign Placement Domestic Offering
Offer23for
US$ MnSale US$ 10 Mn
US$ 3.4 Mn
Exclusive Financial Advisor Financial Advisor
Financial Advisor
1996 1995
2001
9
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
JSCM was appointed as Advisor and Arranger by the management of the First Women Bank Ltd
First Women Bank
(“FWBL”) to advise them to raise the capital of the Bank keeping in view the minimum capital
requirements of the State Bank of Pakistan (“SBP”). Worked carried out included:
An assessment of the historical performance of the FWBL in light of its resource constraints,
First Women Bank Ltd unique charter, Pakistan’s socio economic indicators, Government’s strategy for poverty
reduction and comparison with the FWBL’s peers, especially in the SME and Micro-Finance
Re-capitalisation of Bank
sectors
US$ 33 Mn
Reviewed the future projections prepared by the FWBL’s management
Advisor & Arranger
SWOT analysis of the FWBL
Prepared a detailed business plan, outlining the FWBL’s current position and future strategy
Determined the optimal capital structure of the FWBL and recommended optimal private
2004 - 05 placement structure to the Board
Recommended future road map for the FWBL based on SWOT analysis
BankIslami Pakistan BankIslami Pakistan Ltd (“BankIslami”) is a joint venture between JS Group, DCD Group (one of
the principals behind Islamic Bank of Britain) and Dubai Bank. It is the first bank to receive the
Islamic Banking license under the Islamic Banking policy of 2003. BankIslami is the first Islamic
BankIslami Pakistan Ltd Financial Institution in Pakistan with focus on Wealth Management as the core area of business.
As Advisors, JSCM was responsible for:
Setup and launch of Islamic Assistance in receiving the Islamic Banking license under the Islamic Banking policy of 2003
Commercial Bank issued by the State Bank of Pakistan
US$ 35 Mn Assistance in preparing Business Plans of the Bank with focus on Wealth Management
Exclusive Financial Advisor Prepared future projections after incorporating future strategy of the Bank
Assistance to the management in preparing Private Placement Memorandum and
Information Memorandum of the Bank
2004 - 05
10
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
11
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Emerging Markets Partnerships Assisted Emerging Markets Partnerships (“EMP”) in preparing and filing the State of
Qualification (“SOQ”) with the Privatisation Commission
Carried out an assessment of the structure of the Bank and its competitive position in
Habib Bank Ltd domestic and international regions (where the Bank has presence)
Prepared preliminary valuation of the Bank through a comprehensive financial model
Acquisition of 51% equity stake incorporating the current and potential revenue and cost streams of the bank after
with management rights incorporating future business strategy of EMP and JSIBL for the each business segments of
US$ 392 Mn
the bank (e.g corporate banking, retail banking, investment banking, treasury, deposit
Financial Advisor
mobilization and deployment, etc)
2003 - 04
12
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Citicorp Investment Bank Successfully advised acquisition of Citicorp Investment Bank from Citigroup, which was
subsequently renamed as Jahangir Siddiqui Investment Bank Ltd. Work performed
included:
Accounting and taxation due diligence
Citicorp Investment Bank
Prepared detailed valuation model of the Bank keeping in view the future strategy of
Acquisition of operations JSCL for the Investment Bank
US$ 2.4 Mn Prepared detailed business plan of the Bank
Financial Advisor Assistance in negotiating SPA with the Citigroup
Assistance to JSCL in incorporation of investment bank in accordance with relevant
rules and regulations for incorporation of investment bank in Pakistan
1999
Pioneer Cement
JSCM was appointed as Financial Advisor for the financial restructuring of Pioneer Cement
Limited reduce debt burden, increase capitalization and strengthen balance sheet for future
Financial strategy for debt fundraising in lieu of expansion plans.
restructuring & capacity As financial Advisors JSCM was responsible for:
expansion Formulating a detailed business revival strategy to restructure Pioneer Cement
Limited
US$ 60 Mn Conducting Financial, Legal and Operational Due Diligence
Financial Advisor Assessing the feasibility and impact of capacity expansion plans of the company
Formulating a strategy for balance sheet strengthening
2004
Suggesting ways of financing the capacity expansion plans
Preparation of detailed reports relating to industry structure and competitive
analysis
Preparation of Financial Projections for the next 10 years
Conducting a comprehensive long-term sensitivity analysis of the impact of
various internal and external variables on the company with the objective of
evaluating PCL’s debt servicing capacity under various scenarios.
Assisting PCL in raising equity and/or debt from the domestic financial/capital
markets for its capacity expansion
Arrange private placement of equity on a best efforts basis
Arranging public offering of additional shares of PCL through SECP
13
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Assignment Description
PMCL United Bank Azgard 9 WAPDA
Pakistan Mobile
United Bank Ltd Sukuk Bond Issue
Communications (Pvt)finance
Listed term Ltd
Azgard 9 Ltd
Listed termcertificates
finance
certificates Listed convertible
US$ 133termMn
US$ 34 Mn finance certificates
US$ 67 MnJoint Advisor & Arranger
Joint Lead Managers
US$ 34 Mn
Joint Advisor & Arranger
Lead Advisor & Arranger
2006
2005
Ongoing
2005
Assignment Description
TRG Pakistan PMCL MCB Bank s WAPDA
2004
Assignment Description
Government
Pakistan PTA of Pakistan Sui Southern Gas Co. Nishat Group
14
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
DALDA
Carrier Telephone IndustriesNational Investment Trust
Ltd
Acquisition of 51% equity stake Acquisition of domestic
with management rights Acquisition of majority
Acquisition stake
of Unilever
investment advisory company
US$ 15 Mn with management rightsSegment
Pakistan’s SOFB
US$ Advisor
Financial 29 Mn
Financial Advisor
Financial Advisor
Financial Advisor
2001
2005
2004
2003
Assignment Description
Gharibwal Cement PTCL
Caltex Oil (Pakistan)
Pakistan Telecommunication
Dandot Cement Company Caltex
Company LtdOil (Pakistan) Ltd
Acquisition of a cement plant Acquisition of LPG business of
Member of international
with 0.5 Mn tons capacity SSGCled- Offer by the
consortium by Bear Sterns
& Co &Government of Pakistan
Coopers & Lybrand
Financial Advisor US$ 6.32 Mn
Sell-side Advisory
Financial Advisor
2000
1992 2000
Assignment Description
Koninklijke Phillips Electronic PICIC KESC PNSC
N.V.
15
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
JSCM is committed to providing the highest quality of service for this very important and strategic
Assignment and will dedicate experienced senior resources for effective execution. The Transaction Team
has extensive industry, research, capital market and valuation experience to successfully execute the
Assignment. In order to ensure smooth execution of the Assignment, JSCM proposes to dedicated the
following individuals for this Assignment.
Muhammad Sajid
Project Director –
Overall coordination
& liaison
Ilyas Ahmed
Quality Assurance
Incharge
Support Staff
16
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
17
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Name of assignment or project: Acquisition of 51% equity stake of Carrier Telephone Industries (“CTI”) worth USD
15 Mn
Year: 2005
Location: Pakistan
Client: Siemens AG
Main project features:
This was a unique privatization transaction which was later modified as a negotiated sale in which the target
company’s assets were separated from the entity value.
Positions held: Team Leader
Activities performed:
Analysis of the structure of the Businesses and their competitive position in the market
Advice in developing a general strategy for completing the Project, including advice on the appropriate structure
for the acquisition process
Advice with regard to an optimal approach leading to a short-term solution and adding value by enjoying a good
relationship to the local institutions involved
Perform financial due diligence and coordinate other resources for commercial, legal, accounting and possibly
tax due diligence
Perform analysis, evaluation and modelling / projections
Transaction Structure / Acquisition Strategy
Assist in negotiations and transfer
Name of assignment or project: Project Financing for refurbishment and relocation of a 30,000 bpd refinery from
USA to Pakistan
Year:1999-2002
Location: Karachi, Pakistan
Client: Bosicor Pakistan Limited
Main project features: Bosicor Pakistan Limited was established to undertake acquiring, refitting, setting up and
operating a 30,000 bpd (approx. 4,014 tons per day) refinery at District Hub, Lasbella, Balochistan. JSCM advised
Bosicor on structuring and implementation of project with reference to capital structure options and relevant regulatory
Positions held: Team Leader
Activities performed:
Detailed analysis of project feasibility study including risk and return analysis
Detailed study of off-take agreements, construction contracts, supply contracts and facility usage contracts
Assisted and advised on required approvals from Ministry of Petroleum and Natural Resources, Chief
Inspector of Explosives in Pakistan and other regulatory approvals
Identified and advised on fund raising options
Advised on optimal capital structure for the project
Managed fund raising modules
Advised on Initial Public Offering and subsequent listing of Bosicor
Provided after- market support to Bosicor
Name of assignment or project: Fleet Acquisition, Replacement and Renovation Plan for Pakistan National
Shipping
Corporation Limited
Year:1994
Location: Karachi, Pakistan
Client: Pakistan National Shipping Corporation Limited
Main project features:
The PNSC fleet required refurbishment. The ships were out-dated and did not suit modern trade. PNSC did not take
the lead in acquiring vessels for either the dry cargo trades or container / feeder trades, upgrading their old tanker fleet
or exploring joint ventures with the private sector.
Government of Pakistan allocated US$100 million for acquisition of fleet by PNSC and appointed advisors for
preparing a detailed feasibility and financing plan. The assignment broadly covered financial restructuring and
technical advisory for PNSC including but not limited to acquisition of ships and carriers, replacement analysis of
assets and renovation of facilities.
Positions held: Transaction Manager
18
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Activities performed:
Prepared a detailed Feasibility study for ship, vessel and tanker acquisition, keeping in consideration all legal and
strategic aspects, financial conditions
Arranged for sovereign guarantee from Ministry of Finance, Government of Pakistan
Analyzed the structure of the Business and its competitive position in the market
Carried out separate due diligence exercise of PNSC by analyzing the business, corporate structure, financial
statements, tax position, identification of revenue and cost drivers
Analyzed historical and projected financial and technical information of the business
Prepared detailed valuation based on the feasibility study through a comprehensive financial model incorporating
the current and potential revenue and cost streams after discussions with the management
Recommended acquisition price and replacement value of assets
Advised PNSC on an optimal financial structure along with the peculiarities of acquisition financing and
capitalization, keeping in view the controlling-interest criteria and exit strategy
Liaison and coordination with the Ministry of Finance, Planning and Development Division and incorporating their
inputs and assistance in preparation of feasibility study and reports covering option analysis and
recommendations
Presentations to the Board of the Directors of PNSC covering material aspects of the transaction such as the
acquisition strategy, due diligence findings, suggested option analysis and other aspects of the restructuring
Name of assignment or project: Domestic advisor to Hub Power Company Ltd (“HUBCO”)
Year:1994
Location: Karachi, Pakistan
Client: Hub Power Company Ltd
Main project features:
Hubco was Pakistan’s first significant power project in the private sector set-up on a Build Own and Operate [“BOO”]
basis. It was the first private power projects to be supported by the World Bank and was promoted by a number of
international companies, principally National Power of the UK, Xenel of Saudi Arabia, Mitsui, IHI and K&M
Engineering. Hubco was set up to undertake design, construction, finance, ownership and operation of oil-fired power
station. JS was advisor to Hubco and coordinated the international and domestic offer with Morgan Grenfell & Co.
Industry Viability and Analysis of Investor Appetite
Prepared a detailed overview of the electric power industry in Pakistan. Based on the industry overview the viability of
the Project was assessed in the light of the demand-supply scenario, the regulatory framework, political and economic
scenario.An analysis of the funding sources was also undertaken to judge suitability of market timing for the offering
and debt and underwriting arrangements.
Capital Structure
Development of the capital structure for the Project entity. The funding was very elaborate and involved multiple
sources including, subordinated and senior debt (World Bank guaranteed loan, Export credit agency-insured loan,
Senior rupee facility, GDR issue, rights issue, etc.,). It was one of its kind transaction where prior to the international
and domestic offers, there has been no public market for shares and so expanded co-financing operations and inert-
creditor arrangements were key features of the financing. The GDR issue was listed on Luxembourg Stock Exchange.
Also advised a detailed Tariff structure to the Company based on four elements of “Capacity Purchase Price” “Energy
Purchase Price”, “Supplemental Charge” and Supplemental Tariff”. Advised on negotiations of the Power Purchase
Agreement which contained indexation provisions designed, inter alia, to adjust the Tariff for movements in interest
rates and to limit the impact of exchange rate changes and inflation in the relevant currencies. The Tariff was
structured so as to provide WAPDA with the flexibility of schedule despatch of the Plant in line with the requirements of
the WAPDA Grid, while giving Hubco the ability to generate revenue.
Played a key role in fund raising for the project and obtaining regulatory approvals.
19
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Was involved in valuation of companies applying for delisting besides reviewing listing applications. Ensured
compliance of listing regulations and other requirements of stock exchange. Monitored fulfillment of various corporate
laws by listed companies.
Jahangir Siddiqui & Co Ltd
Name of Assignment or Project: Justification of premium, domestic equity offering of PKR 576 million and foreign
placement of USD 55 Mn
Client: Ibrahim Fibre Ltd.
Name of Assignment or Project: Prepared due diligence report of underwriters. Underwriting syndication and Initial
Public offering of PKR 50 million
Client: EFU Life Assurance Ltd.
Name of Assignment or Project: Underwriting syndication and Initial Public offering of PKR 121million
Client: Azgard 9 Ltd.
Name of Assignment or Project: Domestic equity offering of US$ 31 Mn
Client: Hub Power Company Limited
Name of Assignment or Project: Domestic equity offering of PKR 535 million and foreign placement of US$ 79 Mn
Client: Dhan Fibre
Name of Assignment or Project: prepared due diligence report of underwriters. Initial Public Offering of PKR 100
million
Client: Commercial Union Life Assurance
Name of Assignment or Project: Domestic equity offering and foreign placement of USD 23 million
Client: Japan Power Generation Ltd
20
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
21
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Name of assignment or project: Debt Restructuring (US$60 million) and Capacity Expansion
Year: 2003-04
Location: Karachi, Pakistan
Client: Pioneer Cement Limited
Main project features:
Restructuring of debt amounting to USD 60 million and capacity expansion by 4,000 tons per day
Negotiation with Asian Development Bank (Philippines), National Bank of Pakistan and other lenders on restructuring
terms and conditions
Inter-linked the debt restructuring and capacity expansion so as to protect that interest of all stakeholders
Positions held: Team Leader
Activities performed:
Prepared a strategy report covering a brief on the cement sector, future demand and supply equation, emerging
competitive scenario, peer group analysis and rationale for debt restructuring and capacity expansion by the
client
Constructed a robust financial model based on multiple scenarios
Lead the negotiations with lenders on terms and conditions of debt restructuring
22
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
23
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
24
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Name of assignment or project: Buy-side advisory for acquisition of Allied Bank of Pakistan
Year: 2004
Location: Karachi, Pakistan
Client: Jahangir Siddiqui Investment Bank Ltd
Main project features: Advised JSIBL’s management in acquiring Allied Bank of Pakistan, one of the leading
commercial banks operating in Pakistan
Positions held: Team Leader
Activities performed:
Coordination and liaison with advisors / consultants engaged in the transaction to ensure smooth completion of
due diligence exercise
Compilation of due diligence reports prepared by the consultants engaged in the transaction
Coordination with the Allied Bank Ltd’s (“ABL”) management and the SBP in seeking resolution of issues
highlighted by the advisors / consultants in their duel diligence reports
Analysis of the structure of ABL and its competitive position in the market
Analysis of historical and projected financial information of the bank
Prepared detailed valuation of ABL through a comprehensive financial model incorporating the current and
potential revenue and cost streams of the bank after incorporating future business strategy of JSIBL for the
each business segments of the Bank (e.g corporate banking, retail banking, investment banking, treasury,
deposit mobilization and deployment, etc)
Presentations to the JSIBL’s management to apprise them about the transaction covering the due diligence
findings, transaction valuation and future business strategy
Reviewed initial bid documents and the transaction structure received from the SBP and coordinated with legal
advisors to give there comments on the bid documents
Reviewed the final bid documents and transaction structure and discussed / co-coordinated with the legal
advisors to finalize the transaction structure
Provided assistance to JSIBL’s management in Pre-bid meetings
Recommended acquisition price to JSIBL
Liaison and coordination with transaction lawyers and incorporating their inputs and assistance in preparation
and negotiation of SPA with the SBP
Assistance in the acquisition negotiations with the SBP to finalise the Share Purchase Agreement [“SPA”].
Assistance to JSIBL’s management in the bidding process based on the instructions received from the SBP
25
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
26
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Name of assignment or project: US$ 30 million Project Financing for The Resource Group Pakistan (TRG-PAK)
Year: 2003
Location: Karachi, Pakistan
Client: The Resource Group International, USA (TRG-USA)
Main project features: TRG Pakistan is the premier business process services operation providing offshore services
originating from Pakistan. The TRG concept was centered around labor arbitrage between the U.S. and Pakistan and
consists of (i) the acquisition of mature U.S. telephone answering services and small call centers and (ii) in
significantly improving the profitability of its portfolio of acquired companies by shifting their service delivery to its low
cost, offshore facilities in Pakistan
Positions held: Transaction Manager responsible for Structuring & Execution in the team of Financial Advisor and
Arranger
Activities performed: Key activities were divided into two phases:
Phase I – Structuring, Due Diligence and Business/Legal Review
Defining, conceptualizing and implementing the optimal capital structure for local Company
Due diligence and evaluation of the structure proposed by sponsors
Provided assistance in preparation and subsequent review of
Memorandum and Articles of Association
Share Purchase Agreement
Equity Swap Agreement
Business outsourcing / Off-take agreement
Sought approval of the Proposed Capital Structure from the SECP
Assisted the lawyer in soliciting the approval/exemptions from the State Bank of Pakistan regarding investment in the
offshore Company
Assisted the Company in complying with applicable regulations & maintain close liaison with regulatory authorities to
solicit required exemptions
Conducted Due Diligence of the Business Plan
Assessed the probability of successful acquisition of the target business
Phase II – Managed all modules of fund raising through initial public offering and subsequent fund raising
Activities performed:
27
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Name of assignment or project: Advisors to a US$ 75 Mn green field 50MW wind power project
Year: Ongoing
Location: Karachi and Lahore, Pakistan
Client: Beacon Energy Ltd (“BEL”)
Positions held: Team Leader
Activities performed:
Phase 1: Development Of Business Plan And Valuation Model
Developed a detailed business plan
Developed a post-feasibility stage financial model of the Project based on inputs from technical consultants
Carried out financial analysis and evaluation of the Project
Reviewed technical feasibility reports (such as wind and weather pattern reports) prepared by the technical
consultants on the Project or any independent agency
Carried out sensitivity analysis of all major assumptions
Coordination and liaison with technical and other consultants appointed by the BEL to ensure that their inputs
are duly incorporated in preparation of business plan and valuation model
Development of a detailed business plan
Advised BEL on overall structuring of the Project
Phase 2: Assistance In Negotiations With Government Authorities
Assisting BEL in negotiating tariff structure with Alternative Energy Development Board (“AEDB”), National
Electric Power Regulatory Authority (“NEPRA”), Power Purchaser and other concerned Government agencies
Assisting in negotiating Implementation Agreement, Power Purchase Agreement and all other project related
contracts and agreement with AEDB, NEPRA, power purchaser and other concerned Government agencies
Phase 3: Debt Arrangement
Prepared Information Memorandum
Based on the overall structuring of the Project, advising BEL whether to raise local currency debt or foreign
currency debt
28
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
29
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
30
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
8 Assignment Execution
31
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
Financial Advisors in understanding the Management’s business strategy which will be used for the
formulation of the Business Plan.
A. Financial
Review historical financial statements to evaluate the historical performance of Company
Understand FCCL’s financial structure and issues and identify revenue and costs drivers
Analyze the balance sheet vis a vis the capital structure, mix of interest and non-interest bearing
liabilities, receivables, deferred taxation etc.
Evaluate the regulatory environment and tax issues and their impact on future profitability
Compare financial results with major industry trends and identify strengths and weaknesses
Analyze major value drivers
B. Legal
This shall entail a detailed review of legal documentation related to the financial obligations of the Company
in order to gain an in-depth understanding of the terms and conditions of the Company’s debt and the legal
and contractual constraints for any restructuring excercise.
C. Operational
Evaluate key performance indicators and compare with comparable companies within the Cement
Sector.
Review strategic development plans of the Management including marketing, expansion and
diversification and develop assumptions for key variables and drivers of the Cement Sector and the
Company.
Review and evaluate the regulatory structure and environment.
Review Government’s investment incentives for the construction sector and evaluate the impact on
future demand cement.
32
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
33