The presentation of LETUS CAPITAL SA (Katowice, Poland)

2. Letus Capital SA
Company presentation

3. AGENDA
3
• Introduction
• Offer
• References
• Case study
• Portfolio

4. 4
Introduction

5. LETUS CAPITAL is a company providing corporate finance advisory oriented especially on capital raising by finance and strategic
investors in mergers and acquisitions (M&A), MBO/LBO transactions, sales of companies as well as raising capital through the Stock
Exchange (IPO), NewConnect (private placement) and coordination of bonds financing. We also prepare prospectuses, business plans,
information memorandums, conduct companies valuations and due diligence researches.
On the beginning of LETUS CAPITAL`s business activity in 1990 (at that time TAG), the company was preparing to fulfill advisory
functions in finance and business strategy (corporate finance) through intensive staff training. Initially TAG was a small company,
which gained its position on the market of advisory services. Intensive development has resulted in winning and implementing large
projects for companies, such as Integer.pl SA, Graal SA and PKN Orlen SA.
European Medal
• In 2002 LETUS CAPITAL was awarded the European Medal by Business Centre Club - prestigious club of entrepreneurs and the largest
organization of individual employers in Poland - for the high quality of its corporate finance advisory.
Warsaw Stock Exchange Partner
• LETUS CAPITAL, among the independent consulting firms for small and medium-sized enterprises, has a very rich experience and is
one of few consulting companies awarded by the Stock Exchange in Warsaw - in 2005 we became a partner in the program
„Partnership in Going Public”. We are WSE IPO Partner for SMEs. In 2007 we were invited by the Warsaw Stock Exchange to work
together to develop the Alternative Trading System (NewConnect).
Public Company
• In 2008 we transformed into joint-stock company. On 20th May, 2009 our company debuted on NewConnect. Since then LETUS
CAPITAL has become a public company quoted on alternative market of Warsaw Stock Exchange.
Introduction
5
Description of the activity

6. Top M&A Financial Adviser
• According to ISI Emerging Market DealWatch, LETUS CAPITAL was in the lead of most successful consulting companies in Poland
(report for the period Jan 2008 - Mar 2009). In terms of the number of completed transactions of capital acquiring, LETUS CAPITAL
was placed on 9th position.
Polish Leader of Development
• In December 2010 LETUS CAPITAL won 1st place in the competition for Polish Leaders of Innovation and Development, under the
patronage of Ministry of Economy, National Bank of Poland, WSE and Polish Agency for Enterprise Development.
LETUS CAPITAL provides professional, effective and efficient implementation of the activities. The high quality of our services is given
by many years of experience and modern methods of achieving success. Thanks to having substantial experience and operating in the
field of private business we are prepared to realise our tasks in the best way. We are entrepreneurs, which have highly-qualified
professionals. Thanks to us companies can raise capital necessary to their development and increase value.
Until now LETUS CAPITAL has realised over 100 projects within 10 wide branches, what gives the company a substantial experience
and a good knowledge of possible value drivers in potential investments. Cumulative value of transactions in which we participated is
almost EUR 800 million.
Introduction
6
Description of the activity

7. 7
Offer

8. I. Mergers and acquisitions
As s result of an progressive integration of Poland with EU markets, foreign companies place Poland in the field of their own activity.
An increased interest of investors towards local companies and production factories is easy to notice. Since we are an advisory
company, we prepare structures of takeovers, we plan and implement strategies for purchasers and entities for takeovers.
• Sourcing targets for a takeover
• Analysis of the targets and due diligence research
• Valuation of the targets
• Negotiations and finalizing the transaction
II. MBO/LBO transactions
Leverage and managers buyouts are these kind of transactions in which a group of purchasers consists of managers who take a capital
control over a company with an active role of financial investors. The idea of the transaction is that the group of purchasers
(managers) engages a small amount of capital comparing to the size of the transaction.
• Sale conditions establishing
• Investment profitability analysis
• Valuation and preparation of business plan
• Negotiations and final agreement
Offer
8
Core business

9. III. Raising capital
Financing is one of the most complicated issues in the field of a company management. An appropriate use of financing by debt allows
reducing the cost of equity as well as to increase the effectiveness of other resources owned by a company management. The equity is
the most valuable resource of a company.
III.1 IPO
One of the way to raise capital is initial public offering (IPO). It is attractive form of capital raising especially for companies with wide
range of activity and high potential for development.
We are one of few companies singled out by Warsaw Stock Exchange by becoming partner in the program for capital raising for SMEs.
In 2005 we became a partner in the program of capital raising for SMEs. Purposes of the program are to support companies which seek
capital on capital market and to facilitate them establishing contacts with consulting enterprises dealing with introducing companies
to this market. In the group of partner companies there are experienced entities, which cooperate with small and middle enterprises
in the field of primary market.
• Conversion into join stock company (optional)
• Increasing the capital (pre-IPO, optional)
• Strategic advisory with respect to capital market requirements
• Preparation of IPO: choice of brokerage house, statutory auditors, PR agency
Offer
9
Additional activity

10. III.2 Venture Capital/Private Equity
Venture capital is a specific way of enterprises` financing. A company increases capital by issuing shares for determined investor. In
this way a company raises capital and investor becomes shareholder. Term of this investment is determined before the beginning of
whole process and can last up to several years. At the end of investment venture capital fund finalizes it by selling shares. This type of
financing covers companies which are not quoted on stock exchange - main purpose of venture capital fund is to develop company,
introduce it to stock exchange and then sell.
IV. Restructuring
Restructuring processes advisory includes actions which aim towards enhancing financial and market position of a company. The target
of a Restructuring Program is to improve economic and financial position of a company. The effect of the program is often visible in
the form of a profitability recovering and a financial liquidity improvement.
• Analysis of the reasons of a company poor standing
• Restructuring plan preparation
• Detailed plans preparation
• Presentation of a conception
• Implementation and control
V. Documents & elaborations
We prepare also prospectuses, business plans, information memorandums, conducts companies valuations and due diligence
researches. All documents are preparing with the highest professional care.
Offer
10
Additional activity

11. 11
References

12. References
12
Selected projects from over 100 completed
Courier company
BUDGETING, VALUATION
REGULAR ADVISORY
Fish processing
ACQISITION AND MARKET
CONSOLIDATION
Pre-IPO & IPO
Foil producer
SALE OF THE BUSINESS TO THE
STRATEGIC INVESTOR
M.J. MAILLIS S.A. Greece
Publishing industry
CONSOLIDATION OF BOOKS
DISTRIBIUTION MARKET
Fish processing
ACQISITION & MARKET
CONSOLIDATION, CAPITAL
RAISE BY THE STRATEGIC
INVESTOR
ABBA Seafood AB Sweden
Fuel concern
BUSINESS PLAN
Joint-venture PKN/BASEL
Publishing and book market
VALUATION
PROSPECTUS
Direct marketing and post
services
M&A, STRATEGIC ADVISORY
CAPITAL RAISE, IPO
Industrial construction works
SECONDARY PUBLIC OFFER
Foil producer
DUE DILIGENCE RESEARCH
MERGERS & ACQU
Heavy industry
INFORMATION MEMORANDUM
Publishing and book market
ANALYSIS
REGULAR ADVICORY

13. References
13
Selected projects from over 100 completed
Food processing
BUSINESS PLAN
VALUATION
REGULAR ADVISORY, ANALYSIS
Production
VALUATION
Publishing and book market
BUSINESS PLAN, VALUATION
PROSPECTUS
Publishing and book market
DUE DILIGENCE RESEARCH,
VALUATION
Cartography publisher
DEBT RESTRUCTURING
PROSPECTUS PREPARATION
Heavy industry
CAPITAL RAISE ADVISORY
Services
FUND RAISING, DOCUMENTS
NEWCONNECT
Manufacturing
ANALYSIS
PERMANENT ADVISORY
Publisher
BUSINESS PLAN, VALUATION
FUND RAISING, BUDGETING
3D Technology
FUND RAISING, DOCUMENTS
NEWCONNECT
Services
FUND RAISING
VENTURE CAPITAL INVESTMENT
Fuel and metallurgical industry
FUND RAISING, DOCUMENTS
NEWCONNECT

14. 14
Case study

15. WSE Main Market
Indexes: WIG, sWIG80
ISIN: PLINTEG00011
www.integer.pl
Integer.pl deals with distribution of advertising materials (mainly advertising newspapers for supermarkets) and provides postal
services by InPost. InPost is one of the principal Poczta Polska (the biggest postal operator on the market) competitors.
Integer.pl SA has more than 100 regional offices and the central warehouse in Piotrków Trybunalski. Integer.pl couriers deliver
shipments in several hundred cities in Poland. The company distributes nearly 100 million pieces of printed advertisements and
leaflets monthly. Integer.pl cooperates with the largest retail chains in Poland, such as Auchan, Elea, E.Leclerc, Lidl and Real. It
employs more than 7 000 people.
Stages of cooperation
• LETUS CAPITAL (at that time TAG) was a member of consortium preparing Integer.pl SA to debut on the Warsaw Stock Exchange and
IPO
• LETUS CAPITAL was a strategic adviser for Integer.pl in the process of implementation new services and entering a postal market
• Our company advised on merger between Integer.pl with advertising agency Fibra-Hallo - the main competitor in branch of
distribution an advertising materials
• Negotiations concerning acquisitions on direct marketing market
• In 2006 LETUS CAPITAL raised capital for Integer.pl by issuing bonds
• Our company prepared the documents: financial part in the prospectus, business plans, valuations, information memorandums,
budgets
Case study
15
Integer.pl

16. WSE Main Market
Indexes: WIG, sWIG80
ISIN: PLINTEG00011
www.integer.pl
Effects of cooperation
• The shares attracted so much interest that it was necessary to make a 80% reduction in the allocation of Integer.pl shares
• Integer.pl SA is currently sole postal group quoted on the Warsaw Stock Exchange
• The capitalization of company amounted circa PLN 2 billion
Since its debut in October 2007, the company`s share price has risen by 20 times. Integer.pl was chosen as best investment of 2008
and in 2010 was chosen as one of most valuable companies listed on the Warsaw Stock Exchange. Current capitalization of the
company is over PLN 800 million. (2012/9/13)
Case study
16
Integer.pl

17. WSE Main Market
Indexes: WIG, mWIG40
ISIN: PLMSTSD00019
www.polimex-mostostal.pl
Energomontaż-Północ was established in 1953 as a state-owned enterprise. The scope of company`s activity includes complex
execution of the construction/erection works, commissioning of objects, warranty and non-warranty service, shop manufacture and
prefabrication of piping and steel components.
The shares of the Company made its debut at the WSE on 15 April 1998. In 1999, the Company was awarded with the „Brown Bull”
award for one of the best companies on the basic market. During 10 years the shareholders, the shares` value, as well as the equity
capital have undergone to changes. The strategic shareholder of Energomontaż-Północ became Polimex-Mostostal, one of the biggest
Polish construction groups.
Stages of cooperation
• LETUS CAPITAL (at that time TAG) prepared the due diligence of subsidiary companies
• LETUS CAPITAL was the leader of the team organized an issue of restructuring shares after debt conversion. LETUS CAPITAL was
responsible for preparing a part of prospectus as well as coordinating all actions connected with preparing the whole document. All
works were carried out in 2004.
Effects of cooperation
• The company acquired two foreign investors, a debt relief was carried out and also a share price growth was over 200% over three
years
Case study
17
Energomontaż-Północ

18. WSE Main Market
Indexes: WIG, WIG20
ISIN: PLPKN0000018
www.orlen.pl
Polski Koncern Naftowy ORLEN SA is the largest Polish and one of Central Europe`s largest refiners of crude oil with market value over
PLN 18,3 billion. PKN Orlen specializes in processing crude oil into world-class unleaded petrol, diesel, heating oil, and aviation fuel as
well as plastics and other petroleum related products.
Stages of cooperation
• In cooperation with international firms: Snamprogetti and ABB Lummus Global Gmbh, LETUS CAPITAL (at that time TAG) prepared
the financial part of business plan, evaluated PKN Orlen`s contribution in kind and prepared profitability analysis of investment
• LETUS CAPITAL created, on the basis of a technological and economical data, detailed financial model of the project (ca. 1600
verses of assumptions)
• We prepared financial projections for 15 years and evaluated contribution in kind (installations owned by PKN Orlen)
• LETUS CAPITAL estimated profitability of a project for PKN Orlen SA (IRR, NPV) and prepared analysis of sensitivity based on
Palisade software
Effects of cooperation
• The value of investment amounted USD 500 million
Case study
18
PKN Orlen

19. WSE Main Market
Index: WIG
ISIN: PLGRAAL00022
www.graal.pl
Graal has been on the market since 1989. The Company is the leader of canned fish market production and distribution in Poland. For
the time being, the Graal Capital Group is the biggest enterprise of fish processing industry as far as a size, income, turnover and
assortment variety are concerned. The portfolio of the Graal Capital Group contains such brands as Graal, SuperFish, Black Rose,
Koral, Kordex, Gaster, Tess, Meg and EraRyb.
Stages of cooperation
• Preparing conception of strategic activities, corporate profile, information memorandum, business plan and valuation
• Acquisitions advisory - we conducted negotiations with POLINORD and SYRENA and prepared due diligence of these companies IPO
advisory
• LETUS CAPITAL (at that time TAG) was the leader of the team, which objective was to introduce the company to the Warsaw Stock
Exchange
• LETUS CAPITAL was responsibility for preparing a part of prospectus as well as coordinating all actions connected with preparing
the whole document. All works were carried out in 2004 and IPO took place in January 2005.
Effects of cooperation
• A share price growth was over 200% over two years
• The value of raised capital in IPO amounted to PLN 21.9 million
Case study
19
Graal

20. WSE Main Market
Index: WIG
ISIN: PLGRAAL00022
www.superfish.pl
LETUS CAPITAL (at that time TAG) played the significant role in the process of consolidation of several fish market entities around the
leader in fish preservation industry – „Superfish” from Kukinia, which was our Mandator. Currently, Superfish belongs to Graal SA.
Stages of cooperation
• In the first stage of cooperation we made financial and economic analysis of Superfish, further more we introduced a new
accounting plan, system of financial analysis and costs analysis (monthly and annual), controlling, new effective organization
structure as well as new document circulation
• Next stage was to select an optimal financing method of the company and acquiring a financial investor
• In 1999 some financial investor proposed to make an investment in the company
• Further on we carried out a consolidation of companies without any external investment
• LETUS CAPITAL sought companies wanted to join the Capital Group and conducted their analyses together with valuations
Effects of cooperation
• LETUS CAPITAL represented founders of the company and the goal of the activities consisted of the maximization of the value of
the Company
• The industry investor acquired the company with the valuation 2.5 times higher than the previous offers
Case study
20
Superfish

21. Limited company
www.maillis.pl
In April 1999, LETUS CAPITAL (at that time TAG) became an economic and financial advisor of Marflex - the company with significant
position in domestic market of plastic packaging.
Stages of cooperation
• We conducted and implemented systems: financial analysis and planning, management reporting, created a system of working
capital control
• Investment planning - LETUS CAPITAL has developed an investment plan of the company, assuming increasing a domestic
production capacity through reorganizing the production process and investments in new technological lines
• The strategic plan for next 5 years, including a market situation analysis, SWOT analysis, mission, strategic goals, determine how to
obtain a strategic advantage over competitors, financial plans and sensitivity analysis to deviations from the assumed size of the
plans and also search for sources to investment financing
Effects of cooperation
• LETUS CAPITAL led to conversations with a financial investor who was willing to invest in Marflex - LETUS CAPITAL`s specialists
began negotiations with a professional investor who accepted the higher company`s valuation
• In result of our collaboration is over 6 times increase of annual value of the company
Case study
21
Marflex
March 1999 October 2000
PLN X million PLN 6,25X million

22. NewConnect Market (ATS)
Index: NCIndex
ISIN: PLONLIN00013
www.analizy.pl
Analizy Online SA is specialized, independent analytical center, which continuously monitors and analyzes the situation in the
particular capital market segments.
Stages of cooperation
• LETUS CAPITAL prepared a due diligence, valuation of the company, memorandum and an information document
• On 5th October, 2010 the company successfully debuted on NewConnect
• The rights to shares (PDA) at the opening increased by 44.6%, while quotation was closed by 73.5% increase
Effects of cooperation
• Investors acquired the company`s shares worth PLN 1.3 million in just 4 days, while over-subscription amounted 71%
• The company intended to spend the raised capital to increase the development and growth dynamics through the implementation
of several new projects, concerning providing services in the field of asset management and development the portal about
investment funds
Case study
22
Analizy Online

23. 23
Portfolio

24. The investment activity of LETUS CAPITAL is realized in the form of a investment boutique. We are looking for medium- and long-term
investments and purchases shares of companies, which are usually not listed on public market. The aim of these kind of investments is
especially to increase the companies` capital. LETUS CAPITAL gets more than 10% of the share capital (preferably 20-50%).
Entrepreneurs gain the capital needed for dynamic development and start collaboration with financial partner who has an extensive
business experience.
LETUS CAPITAL during the investment often collaborates with venture capital/private equity and business angels, whose participation
in the project positively affects the risk and stabilization of the investment. The last stage of investment is company`s debut on
a public market or a private exit from transaction.
Alumast SA
www.alumast.eu
The company is innovative, dynamically developing enterprise, which produces flag poles, lighting columns, flags, with the use of
advanced technology. Alumast is the main producer on Polish market, significant exporter to European markets with favorable
prospects of becoming leader in Europe. LETUS CAPITAL provided services for Alumast SA during the private placement, and in January
2008 introduced the company into NewConnect, after that being its Authorised Adviser for over 2 years. LETUS CAPITAL SA in
December 2010 invested an amount of PLN 0.9 million by purchasing 300,000 shares of Alumast. Currently LETUS CAPITAL SA
holds 9.8% of the share capital of Alumast.
Portfolio
24
Current investments

25. ASSG SA
www.assg.pl
The company`s activity focuses on sale outsourcing services (call center) and sales support activities, mainly for telecommunication
companies, media, finance and insurance industry. In November 2010 LETUS CAPITAL signed an investment contract with the ASSG
sp. z o.o. - LETUS CAPITAL SA with co-investor funded ASSG sp. z o.o. with amount of PLN 2 million. LETUS CAPITAL purchased shares
that represent 37.5% of the share capital. ASSG`s turnover in 2010 was PLN 3.5 million. ASSG sp. z o.o. has been operating as ASSG SA
since 16 Dec 2011.
Portfolio
25
Current investments

26. PTWP
www.ptwp.pl
Polskie Towarzystwo Wspierania Przedsiębiorczości (EN: Polish Association for Supporting Entrepreneurships) works in the publishing
and training industry since 1995. The activity also includes organizing multination economic congresses and managing several
specialized economic web portals. In 2000 LETUS CAPITAL SA (then: TAG) acquired a package of 207,400 shares of PTWP for the
amount of PLN 195,000. The purchased package represented 12.9% of the entire share capital of PTWP. In the first quarter of 2010
LETUS CAPITAL finalized the investment. The package of shares was sold for PLN 1.0 million and the profit amounted to PLN 805.0
thous. The simple rate of return was 413% and IRR 18%.
Positive Advisory SA
www.positiveadvisory.pl
Positive Advisory is a IT consultancy, headquartered in Poland with office in Austria and a presence in Singapore. It delivers credit,
operational and financial risk monitoring and performance management solutions primarily for the banking & financial services sector
in response to comprehensive economic and regulatory risk assessment and compliance needs of our international clients. LETUS
CAPITAL finalized the investment in August 2010. The 1,840,000 shares, representing 25.41% of the share capital of Positive Advisory,
has been sold for a total amount of PLN 736,000. Profit on sale amounted to PLN 348,500 (90% of simple rate of return).
Portfolio
26
Exited investments

27. Nicolas Games SA
www.nicolasgames.pl
Nicolas Games SA was a dynamically developing firm operating in the sector of electronic leisure, producing and selling computer
games with the market presence since 2004. In 2007, LETUS CAPITAL invested own funds in the extension of the offer of Nicolas
Games. In 2008, the Company was the largest distributor and a pioneer of the sales of games in Poland for the Macintosh platform. On
April 2, 2008, the Company debuted at the NewConnect previously acquiring PLN 4 million. The entire work related to the capital
acquisition and the introduction to NewConnect was carried out by LETUS CAPITAL SA.
During the 2009 crisis on the retail market, LETUS CAPITAL carried out the restructuring of the company and accelerated the change
of its business profile. Nicolas Games has been the producer of computer games only for all the global markets since 2010. The
premiere of the first own computer game „Afterfall: InSanity” on a global scale took place in November 2011.
Due to the complexity of the project and its visible scheduling in stages, the investment in Nicolas Games SA can be divided into two
stages: (i) venture capital and the restructuring, and (ii) start-up and expansion.
Summing up:
• Investment made in 2007 - 2011
• PLN 3.2 million of the invested capital
• PLN 2.6 million of the gross profit on the investment
• 68% - average IRR
• 159% - simple rate of return
Portfolio
27
Exited investments

28. Telemedycyna Polska SA
www.telemedycynapolska.pl
The main area of activity of Telemedycyna Polska (EN: Telemedicine Poland) is to supply the medical services with a distant customer
(by phone, Internet and radio) located anywhere, for example at home, on holidays or at work. LETUS CAPITAL purchased 20,0% of the
share capital at a total price of PLN 200,000.
In August 2010, the company debuted on the NewConnect. A month later LETUS CAPITAL sold 300,000 shares of Telemedycyna Polska
SA to Private Equity Fund (own by the biggest Polish insurance group PZU) at a price 10 times higher than the cost. The profit from
transaction amounted PLN 675,000 and the simple rate of return on investment was 900%, while IRR - 97%. In 2011, the remaining 40%
of the stock of the company was sold.
Summing up:
• The entire package of 500 thousand of shares sold for PLN 1.25 million in total
• The sale of the entire package brought PLN 1.05 million of gross profit to the company
• LETUS CAPITAL SA realized the simple return rate of 525%
Consorg SA
www.consorg.pl
The company specializes in building and implementation of innovative solutions for budgeting, controlling and supporting the
management, paying special attention to the consolidation of financial statements. The company offers IT solutions, consulting and
training services. The flag product of Consorg is a Business Intelligence software. In July 2009 LETUS CAPITAL took over 450 shares in
DGiZI Consorg sp. z o.o. The shares represent 15.12% of share capital and entitle to 450 votes at the General Meeting of Shareholders.
In August 2011 Consorg was transformed info plc company. Letus Capital exited the company in 2013.
Portfolio
28
Exited investments

29. Contact29
L E T U S C A P I T A L S A
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SHARE CAPITAL PLN 889.000 (fully paid)