INFRASTRUCTURE BAHRAIN BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBLIN GUERNSEY HONG KONG JERSEY LONDON LUXEMBOURG NEW YORK TOKYO ELIAN.

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1 INFRASTRUCTURE BAHRAIN BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBLIN GUERNSEY HONG KONG JERSEY LONDON LUXEMBOURG NEW YORK TOKYO ELIAN.COM

2 1LOCATIONS ACROSS THE GLOBE BAHRAIN BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBLIN GUERNSEY HONG KONG JERSEY LONDON LUXEMBOURG NEW YORK TOKYO

3 CONTENTS INTRODUCTION 3 OUR CORPORATE & FUND SERVICES 4 OUR INFRASTRUCTURE EXPERIENCE 6 CONTACT US 12 ELIAN.COM 1

4 SETTING THE STANDARD FOR EXCELLENCE IN SERVICING THE INFRASTRUCTURE SECTOR. WELCOME TO ELIAN 2

5 INTRODUCTION OUR UNCOMPROMISING DELIVERY OF ENHANCED VALUE At Elian, we believe that the best can always be better. We offer our clients a clear, uncompromising vision: to continually deliver more value by setting the standard for excellence in Corporate Services, Fund Services, Private Wealth and Capital Services. We work with global law firms and accountancy firms, multinational corporations, financial institutions, high net worth individuals, family offices and fund managers in the pursuit of client service excellence. From our technical skills and market understanding, to the personalised service we give our clients, we re always looking to set new industry standards by challenging standard practice. If you decide to work with Elian, you ll soon discover that we re relentless in our pursuit of excellence. Welcome to the experts who set new standards. Welcome to Elian. With over 500 professionals across a network of 11 international offices covering all time zones and key financial centres we handle large, demanding and complex engagements. Paul Willing Chief Executive Officer ELIAN.COM 3

6 OUR CORPORATE & FUND SERVICES Elian Corporate Services Elian Corporate Services comprises three divisions: Corporate Services, International Finance and Performance & Reward Management. Corporate Services We establish and administer all forms of onshore and offshore vehicles covering asset holding, private placements, equity listings, mergers and acquisitions, migrations, restructurings, refinancings, joint ventures and disposals. Our Corporate Services include: Company secretarial and administration services Registered office, registered agent, and registrar services Bookkeeping, accounting and reporting services Professional director services (individuals and corporates) Service of process agency services Escrow/nominee services Client due diligence support services International Finance We incorporate and administer onshore and offshore entities established for structured finance or capital market transactions which will mainly be debt or loan funded. These include asset holding, debt listing structures (variety of exchanges), commercial paper programmes, securitisation structures, Sharia compliant Islamic structures and asset finance. Our International Finance services include: Professional director services (individuals and corporates) Company secretarial and administration services Registered office, registered agent, secretarial and registrar services Bookkeeping, accounting and reporting services (including FVC and VAT) Security trustee and cash management (smaller bespoke transactions) Loan servicing Performance & Reward Management We specialise in share plans, retirement, savings and deferred bonus plan administration to incentivise employees and executives. Enabling clients to concentrate on their core business, we can undertake the entire process in-house. From taking the brief from client advisors to the planning, implementation, ongoing management and reporting of schemes, we take care of everything. Elian Fund Services We provide a comprehensive range of administration services across a variety of fund types and asset classes. Our administration offering focuses on the private equity, debt, real estate and alternatives markets. Our Fund Services include: Fund structure establishment and licencing Fund accounting and financial reporting Corporate onshore and offshore administration Corporate secretarial services Corporate governance and board support Directorship and trustee services Registrar and transfer agency services Investor reporting Listing services Depositary services Compliance services 4

7 I HAVE WORKED WITH OTHER AGENTS, BUT FOR ME THEY ARE THE BEST Addax Petroleum Services Ltd ELIAN.COM 5

8 OUR INFRASTRUCTURE EXPERIENCE Transportation Investment in a major UK airport We established a holding vehicle for one of the largest pension schemes in the UK. The company acquired a significant interest into one of the UK s largest airports, alongside a small number of other institutional investors. We provided transactional support, administration and directorship services. Further follow-on acquisitions were undertaken as well as separate aviation related investments for the same client. London City Airport We provided corporate administration services to a 50/50 joint venture between AIG Financial Products Corporation and Global Infrastructure Partners to acquire London City Airport at an enterprise value of 742 million. Aircraft finance A special purpose vehicle (SPV) purchased two airbus A aircrafts. The aircrafts are leased to Emirates and the SPV took on the responsibility of the operating leases. The purchase of the aircrafts was financed by way of senior loans and equity. We provide administration services to this SPV, including the provision of directors, company secretary and the registered office. Ports and related services We provide corporate administration and directorship services to an asset holding structure in connection with a renowned multinational conglomerate. European port terminal We have supported a fund administration client in its successful strategic investment into a Netherlands-based owner and operator of bulk and break-bulk port terminals. Rolling stock We provide full administration, accounting and management services to the holding structure of a significant rolling stock leasing business. We have supported the successful sale of the business between two global investment consortiums. Alis Finance a.r.l. We provide corporate administration and directorship services to a SPV, which has raised approximately Euro 460 million by way of a note issuance. The proceeds have been utilised to partially pay for the design, construction, operation and maintenance of a section of motorway in Normandy, France. Container leasing We provide corporate administration and directorship services to a SPV, which has raised funds by way of a loan from a major European bank. The proceeds of this have been utilised to acquire dry cargo containers, which are then sub leased to a large Swiss shipping company. 6

9 THEY HAVE BEEN VERY RESPONSIVE AND HAVE ALWAYS BEEN WILLING TO GO THAT EXTRA MILE TO HELP US OUT icon Infrastructure LLP ELIAN.COM 7

10 Energy & Utilities Infrastructure fund We provide fund administration, fund accounting, governance and compliance services to various infrastructure funds. One of our clients has successfully invested in a regulated local gas distribution company based in the United States, a gas distribution network and energy supply business located in Northern Ireland, one of the largest district heating and cooling providers in Norway, and an operating company for a heat and power generation project in East London. The fund manager has also appointed us as administrator and depository to its third investment fund, which is due to launch in Investment in a regulated water supply company Our client is an independent investment firm focused on core infrastructure investments. We have provided administration, accounting and directorship services to the client s funding structure which exited a UK water supply company in Chilean natural gas distributor We provide corporate and trustee services to a holding structure of a Chilean gas distributor. EN+ Grid Company We provide full company secretarial and board support services to the group holding company of an important Russian electricity grid provider based in Siberia. in private automated branch exchange communications systems. These comprise information technology equipment, networks and application software (PABX systems) leased to commercial customers. Telecommunications European telecoms business We provide company secretarial, administration and directorship services to a holding structure, which is one of the largest telecommunication companies in Greece. Investors include high profile private equity houses in the United States and the investment is actively managed by the Guernsey holding company. Phone company We provide corporate directorship services to a Jersey resident structure which was established to acquire a number of overseas telecommunication investments on behalf of a worldwide provider of mobile telecommunications. Satellite operator Our client is one of the leading providers of mobile satellite services and is listed on the London Stock Exchange. We are appointed to a Jersey employment company, providing company secretarial, administration and directorship services. Tenovis Finance Limited We provide corporate administration and directorship services to a SPV which raised approximately Euro 300 million by way of a note issuance (on the Luxembourg Stock Exchange). The proceeds were utilised in one of the first whole business securitisations in Germany which was underpinned by security interests 8

11 Waste & Renewables AIM listed fund Low Carbon Accelerator was a closed-end investment company which raised 44.5 million when it listed on the AIM market of the London Stock Exchange in The philosophy of the fund was to acquire significant minority holdings in companies providing low carbon products and services within four key sectors: Clean Energy, Energy Efficiency, Cleaner Fuels and Buildings. We were the administrator to the fund and associated corporate vehicles. Pre-IPO structure We were appointed by an affiliate of a privately held global financial services firm with more than $125 billion in assets under management. A Guernsey company was chosen as the proposed listing vehicle, to which we provided corporate secretarial, administration and directorship services. The company invested in an asphalt rubber specialist, which represented the group s first strategic investment in China s infrastructure sector. It also held a majority interest in Infrastructure India Plc, the only London listed investment company with exposure to transport and energy assets in India. Cleantech fund Mekong Brahmaputra Clean Development Fund L.P. is a closed end limited partnership, which is registered and regulated in Guernsey. The fund is focused on development using Clean Technology in the Mekong River Region, (Vietnam, Cambodia, Laos and Thailand) and the Brahmaputra River Region (Bangladesh, Nepal, Bhutan and Sri Lanka). We provide fund administration services to the fund and its general partner. Wind farm development We were appointed by a large private group in connection with the development of a UK offshore wind farm development. We provide corporate administration services to the Jersey holding structure. EN+ Hydro We provide full company secretarial and board support services to the group holding company of a major Russian hydro-electric producer. ELIAN.COM 9

12 Social Infrastructure PPP/PFI investments Our client is a leading independent infrastructure developer and fund manager, which principally invests within the UK core PPP/PFI infrastructure market. We have been appointed to provide secretarial, administration, directorship and compliance services to all six of the client s regulated general partner (GP) companies in Guernsey. These GPs have overseen nearly 1 billion of investments in student accommodation, schools, street lighting, waste, energy efficiency and healthcare. Lend Lease We provide administration services to a structure which holds infrastructure investments typically held in healthcare and hospitals. We also provide financing on behalf of Lend Lease Real Estate Investments. Islamic financing We provide directors to a number of SPVs, which have raised Sharia compliant funding in order to acquire and own, on a long term basis, regional telecoms buildings, student accommodation and a data centre. Student accommodation investments We administer a number of property holding structures for both UK and US fund managers that have indirectly acquired the following: A 110 bed purpose built student accommodation scheme, centrally located near Durham University and operated by CRM A 219 bed recently completed purpose built student accommodation scheme adjacent to the Exeter University main campus A 370 bed purpose built student accommodation scheme in Islington, North London - recently refurbished and provides high quality but affordable accommodation A 414 bed student village set in eight acres of parkland in Sheffield, operated by CRM A 492 bed premium private student accommodation scheme let directly to students. The Jersey company was acquired by Blackrock UK Property Fund last year in a deal worth 40 million. 10

13 Natural Resources - Support Sector Subsea services - crewing company We work closely with a group specialising in subsea services to oil and gas operators. Our client is backed by a major global investment bank and operates specialist vessels providing pipe laying and subsea construction services. Mariners on the vessels are employed by the client s Guernsey subsidiary, which is registered under the Maritime Labour Convention. We provide a secondee, substance office and directors. We are appointed company secretary to the subsidiary. Drilling contractor - employment company We provide corporate administration directorship services to an employment company for an offshore drilling contractor. Our client is listed on NASDAQ and operates semi-submersible oil rigs and deep water drill ships. FTSE 250 Listed Topco We have a long standing relationship with Petrofac, a London listed international oilfield services group. We provide registered offices and company secretarial services to the Jersey resisted topco of the Petrofac group. Oil exploration We provide security trustee services to a structure through which two investors are providing capital via a loan, to an oil company. The company is using the funds to acquire equipment to enable them to explore for oil in a number of pre-agreed locations. ELIAN.COM 11

14 CONTACT US Tom Amy Corporate Services & Fund Services D tom.amy@elian.com Stephanie Rose Corporate Services D stephanie.rose@elian.com Peter Gatehouse International Finance D peter.gatehouse@elian.com 12

15 THEY ARE A VERY PROFESSIONAL FIRM, AND THAT IS NOTICEABLE IN EVERYTHING THEY DO Client of Elian Corporate Services ELIAN.COM 13

16 JUNE 2015 Regulatory information is detailed on elian.com/legalnotice Printed using FSC approved paper which is sourced from well managed forests. Please recycle after use. ELIAN.COM