Company Profile. Your trusted partner in Central Asia

Transcription

1 Company Profile Your trusted partner in Central Asia

2 I. Visor Capital A leading and independent player in Kazakhstan a. Visor Capital - Snapshot b. Corporate Finance c. Sales and Trading d. Research e. Legal and compliance II. Management Team

3 Visor Capital Brief history Still a start-up, young and entrepreneurial company... Michael Sauer, an entrepreneur with a successful track record in other emerging countries, realised that there was no investment bank* in Kazakhstan despite the size of the country s economy and significant potential for growth He created an investment bank* in 2005, based on a single investment theme: local knowledge, international best practices Visor Capital became soon after part of Visor Holding, a conglomerate of 18 companies active in Central Asia as well as in other Frontier Markets and owned by a group of local entrepreneurs... with a sound strategy Visor Capital experienced a fast take off, with first IB mandates being executed only a couple of months after its inception In parallel, the bank hired experienced sales people and trading which enabled direct access to institutional investors... and started to build a research team, which step by step increased the bank s footprint in Kazakhstan and abroad From the very beginning, Visor Capital Ltd was incepted with a fully FSA authorised office in London Kazakhstan Uzbekistan Georgia Tajikistan Turkmenistan Kyrgyzstan Mongolia Resulting in a leading position in Kazakhstan and valuable intelligence on Central Asia To date, Visor Capital was involved in several of the largest IB deals ever made in Kazakhstan, and active in all fields of IB (ECM, DCM and advisory) Visor Capital has won many awards confirming its status as a best-in-class broker Abroad, Visor Capital has access to most of large Emerging Market investors, wherever based In Central Asia, Visor Capital benefits from a large network which help its teams to detect the best investment opportunities * please see the last page of the Presentation 3

4 Visor Capital - Today International best-practice execution expertise The Leading Kazakhstani Investment Bank* providing international best-practice execution expertise and in-depth knowledge of the domestic environment Unrivalled understanding of the local business environment, and excellent relationships with relevant regulators and authorities Dedicated team combining local knowledge with international experience The only investment bank* combining an FSA-authorised UK subsidiary and a leading brokerage operation in Kazakhstan Strong franchise and international recognition. Visor Capital works with 100 institutional clients in the UK, CIS, Europe, the US and Asia Unrivalled understanding of local business environment Visor Capital is regularly awarded: 2013 Best Investment Bank in Kazakhstan 2013 Best Brokerage Firm 2012 Best Brokerage Firm 2011 Best Brokerage Firm 2010 Best Research Team 2013 World Finance Banking Awards 2013 Thomson Reuters Extel Survey Frontier Markets (incl. Kazakhstan and Kyrgyzstan) category 2012 Thomson Reuters Extel Survey Frontier Markets (incl. Kazakhstan and Kyrgyzstan) category 2011 Thomson Reuters Extel Survey Frontier Markets (incl. Kazakhstan and Kyrgyzstan) category 2010 Thomson Extel Survey Frontier Markets (incl. Kazakhstan and Kyrgyzstan) category Strong franchise and international recognition 2010 Best Local Investment Bank 2009 Best Research Team 2009 Best Local Investment Bank 2008 Best Corporate Finance and M&A team 2007 Best Equity house In Kazakhstan CEE & CIS Banking Awards 2009 Thomson Extel Survey Emerging Markets Research (Kazakhstan) category CEE & CIS Banking Awards CEE & CIS Banking Awards Euromoney Awards * please see the last page of the Presentation 4

5 Visor Capital is a leading independent investment bank* that combines local knowledge with international expertise Visor Capital offices Almaty Headquarters CIS / Central Asia market coverage Offering corporate finance advisory, brokerage and research services London, UK European market coverage Offering brokerage services FSA authorised Visor Capital offices Visor group offices Auerbach Grayson head office Market/Investor coverage Visor Capital partners Visor Group offices Regional client and partner relations Representative functions Offices in: Moscow, Russia Bishkek, Kyrgyzstan Tashkent, Uzbekistan Auerbach Grayson Global agency broker Direct access to US emerging markets investors Visor Capital offers the full range of professional investment banking services Corporate Finance Mergers & Acquisitions Buy-side, Sell-side Equity Capital Markets IPOs, secondary offerings Private placements Debt Capital Markets Structured Finance Corporate restructuring and privatisation. Research Equity & Fixed Income research Multi-sector: Oil & Gas; Metals & Mining; Financial Institutions; Small caps and Industrials Multi-country approach: Kazakhstan, Kyrgyzstan, Uzbekistan, Turkmenistan, Mongolia, Georgia Whole range of products (from the Daily to in-depth research reports) expected from a London-based broker, with a strong focus on local knowledge Brokerage Equity sales and trading Fixed Income sales and trading Trade execution of equity, debt and derivatives Settlements * please see the last page of the Presentation 5

6 Visor Capital provides a full range of investment banking services to domestic and international clients Local Expertise Excellent understanding of investor universe and dynamics to help facilitate communication process Close working relationship with relevant governmental authorities and regulators, including Samruk-Kazyna Fund, MINT, MOG, and Anti-Monopoly Committee, to achieve efficient communication and smooth execution Excellent understanding of both local and international business environments and cultural preferences supports balanced assessment of deal opportunities. Sales and Trading Our international team has strong relationships with the emerging market investment community, domestic and international clients, and all major international investment banks As a registered broker/dealer in Kazakhstan and authorised and regulated by the FSA in London, Visor Capital facilitates trading and liquidity in Central Asian and international stocks by providing quick and easy access to cosmetic and international capital markets Local knowledge, International research standards Strongest research analyst team in Kazakhstan First brokerage house to publish international-standard research in Kazakhstan Global distribution of research to qualified institutions with focus on the UK, Russia and Central Asia US distribution through Auerbach Grayson, a leading broker specialising in non-us equities. M&A Execution and Independent Advisory Advise on optimal transaction structure and execution Financial modeling and provision of fairness opinion, as appropriate Assistance in the internal decision-making process, including preparation of background information and formal documents for both management and Board Preparation of and assistance in deal negotiations, Q&A sessions and the DD process Design and coordination of a commercially desirable and taxefficient closing mechanism International Sales and Trading Team Our Sales and Trading team is comprised of seasoned local and Western specialists, based in Almaty, London and Stockholm, with in-depth knowledge of capital markets activity and particular expertise in emerging markets and the CIS countries Visor Capital's international team has established relationships with large international money managers and local investors, allowing our equity professionals to bring a wide range of services to our clients, including: Trade execution of debt and equity securities Settlements Research Coverage The team covers a growing range of industry sectors through industry specific analysts, including: Macroeconomics Oil & Gas Metals & Mining Financial Institutions Construction & Development Telecommunications, Utilities and Retail Visor Capital Research analyses the trends and characteristics that help to shape the sectors offering specialised and bespoke reports to investors: Daily updates on Central Asian investment news Macroeconomic reports Central Asian country research coverage Focused standalone reports Bonds weekly; Pension Funds Quarterly Cheat Sheets Resource maps 6

7 Visor Capital Snapshot One of the best franchise in Kazakhstan stock market The only Investment Bank*, which is the member of KASE and LSE One of the best franchise in Kazakhstan stock market with a strong footprint among international investors The first Brokerage House in Kazakhstan, which is the member of both the Kazakhstan Stock Exchange and the London Stock Exchange with an extensive client base in Kazakhstan, UK, Sweden, Hong Kong, Singapore and US, including such entities as pension funds, investment funds, hedge funds,and other market participants The only Investment Bank* combining an FSA-authorised UK subsidiary and a leading brokerage operation in Kazakhstan and covering both debt and equity capital markets for Central Asian and international stocks A dynamic Sales Team comprised of seasoned Local and Western specialists, based in Almaty, London and Stockholm, with in-depth knowledge of capital markets activity and particular expertise in emerging markets and the CIS countries A multicultural team of professionals with extensive knowledge of international and local markets A multicultural team of professionals with extensive knowledge of international markets and local market specifics, having the unrivalled understanding of the local business environment, and excellent relationships with relevant regulators and authorities The strongest corporate finance team in Kazakhstan with proven track record on local and international market. Professionals combining local knowledge and international experience who can originate and execute a wide array of market transactions for local and international corporations The strongest and recognised Research Team in Central Asia, covering a growing range of industry sectors through industry specific analysts and publishing a wide range of Research products * please see the last page of the Presentation 7

9 Visor Capital Corporate Finance Professional advisory and capital markets services Extensive knowledge of the business, legal and regulatory framework in Kazakhstan and across Central Asia Visor Capital acts as adviser to multinational companies in CIS, Europe, Asia and the US Visor Capital s corporate finance experts originate and execute a wide array of market transactions for local and international corporations, including in the following areas: Advisory Services (Corporate Restructuring; Privatization) Mergers & Acquisitions Equity Capital Markets (Domestic and international IPO s); Cross-border stock exchange listings utilizing ADR s and GDR s Debt Capital Markets Structured Finance Visor Capital s strong relationships with both the emerging market investment community and the local business community, in combination with our knowledge of the Kazakhstan culture and economy, allow us to provide the best available advice and service across relevant industries in Kazakhstan and Central Asia. Visor Capital regularly consults / is consulted by state-owned companies on their strategic development options and has extensive knowledge of the business, legal and regulatory framework in Kazakhstan and across Central Asia Visor Capital acts as adviser to multinational companies in Europe, Asia and the US, as well as leading domestic and regional companies in Kazakhstan and across the CIS, on M&A and capital market transactions. Visor Capital roles and transactions include: Financial adviser on the planned acquisition of the 50% stake in JSC Mangistaumunaigas by KazMunaiGas EP for US$1.7bn Financial adviser on the planned acquisition of the 50% stake in Ural Group Limited by KazMunaiGas EP for US$164m Financial adviser to a private equity group on the sale of a 100% stake in a leading triple-play operator Exclusive financial adviser to Kookmin Bank, Korea s largest bank, on the acquisition of a 50.1% stake in Bank CenterCredit for approximately US$1.27bn Financial adviser to a private equity group on the sale of a 51% stake in its Asian telecom business to TeliaSonera for approximately US$470m Exclusive financial adviser to Samruk-Kazyna on People s IPO Programme Domestic Lead Manager of the US$2.3bn IPO of KazMunaiGas EP, placing approximately US$1.6bn with international and domestic investors in Kazakhstan Global Joint Coordinator for the US$525.0m IPO of KCell Kazakhstan Lead Manager for the US$1.0bn and US$2.0bn Eurobond issues of NC KazMunaiGas due 2023 and 2043, accordingly Kazakhstan Lead Manager for the US$1.25bn Eurobond issue of NC KazMunaiGas due 2017 Underwriter of the KZT100bn of NC KazMunaiGas zero coupon domestic bonds due

10 Our corporate finance team has advised on and executed successful transactions across Central Asia and beyond Strong Team of local and international experts The team is led by Jose Luiz Gaviao who has 20 years of experience in the banking sector in the areas of corporate finance, capital markets and commercial banking Visor Capital has strong relationships with the emerging market investment community, domestic and international clients, and all major international investment banks Renat Syzdykov: 7 years financial and advisory experience, including 4 years in Research and 3 in M&A and capital market transactions Continuous relationships with the emerging market investment community, domestic and international clients We regularly coordinate complex international transactions and understand the needs of both domestic and international investors. Our current mandates include: Exclusive Financial Adviser on the sale of a commercial bank in Kazakhstan Exclusive Financial Adviser on capital raising / merger for a vanadium mining company in Kazakhstan (robust fee income expected to be comprised by cash and warrants) Exclusive Financial Adviser on the sale of a leading supplier of HSE products in Kazakhstan Exclusive Financial Adviser on capital raising for an oil & gas exploration company with assets in Kazakhstan We coordinate complex international transactions & understand the need of domestic and international investors Joint book-runner and joint global-coordinator on the convertible bond placement for a gold producer with assets in Kazakhstan 10

11 Selected Visor Capital M&A and capital market transactions Ongoing M&A transactions ECM transactions DCM transactions Ongoing Ongoing Ongoing Ongoing Kazakhstan 2012 Kazakhstan 2013 Kazakhstan 2012 HSE distribution Leading supplier of HSE products Exclusive financial sell-side adviser Financial services Commercial bank Exclusive financial Sell-side adviser Financial services Insurance company Exclusive financial buy-side adviser Oil & gas Oil & gas exploration Exclusive financial adviser on capital raising Mining Vanadium producer in Kazakhstan Exclusive financial adviser on capital raising / merger Telecom US$ 525 million Joint Global Coordinator for the Initial Public Offering, dual listing Oil & Gas US$ 1.0 billion US$ 2.0 billion Kazakhstan lead manager of Eurobond issues Pharmaceuticals KZT 10 billion Lead manager of domestic bond issue Kazakhstan 2011 Kazakhstan 2012 Kazakhstan 2011 Kazakhstan 2010 Kazakhstan 2011 Kazakhstan 2011 Kazakhstan 2012 Kazakhstan 2012 Oil & Gas US$ 1.7 billion Telecom US$ 170 million Pharmaceuticals Oil & Gas US$ million Welfare Fund Samruk-Kazyna Oil & Gas US$ 251 million Cement KZT 2.5 billion Banking KZT 15 billion Joint financial adviser on acquisition of 50% stake in MangistauMunaiGas Exclusive financial adviser for the sale of WiMax operations of Alem Communications Holding Exclusive financial adviser on sale of 50% share in JSC Khimpharm to Polpharma Adviser on acquisition of 50% stake in Ural Group Limited Sole local adviser on developing People s IPO programme Sole adviser on listing of preferred shares and execution of buyback Underwriter of local bond issue Lead manager of domestic bond issue Kazakhstan 2008 Banking USD 1.2 billion Exclusive financial adviser on acquisition of 50.1% stake in Bank CenterCredit Kazakhstan 2008 Kazakhstan 2008 Kazakhstan 2007 Media Telecom Oil & Gas KZT 12.1 billion US$ 496 million US$ 970 million Kazakhstan Private Equity Group Sole adviser on sale of 49.99% stake in JSC Khabar Agency Adviser on sale of 51% equity stake in telecoms In Nepal and Cambodia Valuation adviser on sale of 50% stake in KazGerMunai Kazakhstan 2009 Kazakhstan 2009 Kazakhstan 2010 Kazakhstan 2010 Oil & Gas Oil & Gas Oil & Gas Oil & Gas KZT 388 billion KZT 4.8 billion US$ 1.25 billion KZT 100 billion Mangistau Investments BV Closing of acquisition of 100% stake in Mangistaumunaigas Kazakhstan Client Closing of acquisition of 100% stake in Kazakhstan Petrochemical Industries Kazakhstan arranger and dealer of GMTN programme Underwriter of zero-coupon local bond issue Uzbekistan 2007 Kyrgyzstan 2007 Cambodia 2007 Cambodia 2007 Kazakhstan 2009 Kazakhstan Kazakhstan 2010 Kazakhstan 2009 Banking Mining Banking Telecom Oil & Gas US$ 350 million Oil & Gas US$ 2.3 billion Oil & Gas KZT220 billion Banking KZT 15 billion Sole adviser on acquisition of 100% stake in Uzbekistan bank Adviser on acquisition of interest in Kyrgyz mining company Sole adviser on acquisition of 100% stake in Cambodian bank Sole adviser on acquisition of 100% stake in Cambodian cellular provider Adviser on common share buyback programme Domestic Lead Manager for the Initial Public Offering, dual listing Financial adviser on acquisition of NC KMG Bonds Lead manager of domestic bond issue 11

13 Our corporate Visor Capital - Sales and Trading Our highly experienced multicultural sales and trading team provides the best execution Our highly experienced trading team provides you with best execution and outstanding liquidity in Kazakh and Central Asians securities, with a focus on providing the highest level of attention and client service. We trade primarily the securities of companies in our areas of focus and research and always attempt to match buyers and sellers naturally, with minimal impact on the markets Members of KASE and London Stock Exchange (LSE) with direct market to both exchanges. From Hong Kong is the East to Canada and the U.S in the West Visor Capital access to over 30 markets worldwide through DMA ( Direct Market Access), with Algorithmic capability to minimise market impact when natural flow is not available Members of both KASE and LSE with direct market access While our universe may be relatively small, we view this as a strength as it enables us to track the stocks we cover individually and can therefore offer tailored advice on how to best execute each trade on a case by case basis Create bespoke trading ideas for clients based on specific client criteria with respect to time period, trade value, liquidity restrictions and volatility Visor Capital has access to over 30 markets worldwide Publish a trading weekly note which illustrates our current trade ideas and tracks past performance and highlights any potential opportunities (long or short where applicable) in our universe over the coming week 13

14 Our Superior investment ideas, market intelligence and execution Registered broker/dealer in Kazakhstan and authorised by the FSA UK subsidiary office As a registered broker / dealer in Kazakhstan and authorised by the FSA UK subsidiary office, we provide a clientdriven service covering both debt and equity capital markets for Central Asian and international stocks New products for retail and institutionals Promotion of research products via different events among investors Access to extensive client base in Kazakhstan and abroad Access to an extensive client base in Kazakhstan, including pension funds, investment funds, and other market participants In addition to offering execution and trading of KASE-listed stocks, we are active players in the international stocks of Kazakh companies. We also facilitate bond trading, treasury bills and REPO transactions We have ambitious plans to expand more to other regions outside Kazakhstan using an opportunity of the leading investment bank* in Central Asia A dynamic Sales Team comprised of Local and Western specialists, based in Almaty, London and Stockholm Our Sales and Trading team is comprised of seasoned Local and Western specialists, based in Almaty, London and Stockholm, with in-depth knowledge of capital markets activity and particular expertise in emerging markets and the CIS countries, offering full coverage of Kazakhstan-related stocks: London: Stefano Resegotti (Head of Sales & Trading) over 12 years of sales experience Almaty: Askar Tokmurzin (Trader) over 8 years of trading experience * please see the last page of the Presentation 14

16 Visor Capital Research - Independent insight from a local and global perspective First Investment Bank* to publish international-standard research in Kazakhstan The strongest Research Team in Central Asia Growing range of industry sectors A wide range of Research products The strongest team in Central Asia, led by experienced professionals: Leila Kulbayeva (Head of Research), 8 years of experience in equity research The team covers a growing range of industry sectors through industry specific analysts, including: Oil & Gas Metals & Mining Financial Institutions (CIS coverage) Industrials & small caps: Construction & Development; Telecommunications, etc. Coverage of corporate and Eurobonds in Kazakhstan A wide range of Research products: In addition to the industry reports, Visor Capital Research analyses the trends and characteristics that help to shape the sectors, offering specialized and bespoke reports to investors: Daily updates on Central Asian investment news Bonds weekly; Commodities weekly; Weekly summary of financial ratios for all companies under research coverage Company/industry flash-notes Industry sector reports Macroeconomic reports; Central Asian country research coverage; Focused standalone reports Laminated document summarising the key sectors (mining, oil & gas, financials) Visor Capital covered companies data and multiples dashboard * please see the last page of the Presentation 16

17 The Best-in-class Research in Central Asia Universe of coverage More than 50 companies covered Equities Bonds Specific knowledge of various assets in Central Asia Universe of coverage Wide range of products 1 1 Wide Range of products Company/sector reports Daily Updates Weekly products In-depth/macroeconomic reports Investment decision making 1 Local knowledge Expert advice Local knowledge Taxation Special risks Politics Economics Expert advice Analyst access Real time knowledge High value added services 17

18 Visor Capital Research: Comprehensive Coverage of Universe Metals & Mining Financial Institutions Oil &Gas Others Central Asia & Mongolia CIS Central Asia & Mongolia Kazakhstan Fixed Income coverage Kazakhstan: local corporate bonds and Eurobonds Beyond rated companies, deep knowledge of various assets across the region the team has developed solid contacts with Kazakh Real Estate Kazakh Pension Funds 18

19 Our Seamless access to both institutional investors and corporates We provide many institutional investors with the best of breed research on Central Asia and Mongolia Access to more than 100 institutional investors, ranging from small specialised Frontier market funds to large US/UK pension funds The team s leading analysts meet regularly with institutional investors based in Europe (London, Stockholm, Moscow, Milan, Geneva, Paris) and Asia (Hong Kong and Singapore) The combination of local expertise and international best practices (independent research, strict respect of FSA recommendations, etc.) makes our research truly unique in Central Asia Combination of local expertise and international best practices Visor Capital also organises tailor-made trips to Kazakhstan for Emerging Market fund managers, as well as a comprehensive Resource Trip around the country, on a yearly basis Every year Visor Capital organises European road shows and marketing events with the top-management of companies from Kazakhstan, Kyrgyzstan and Mongolia to Europe to promote their companies, offering them access to relevant investors We offer companies under coverage to meet the most relevant investors Our research is distributed globally to qualified investors: directly to the UK, mainland Western Europe, Russia and Asia; indirectly to US investors, through our partner Auerbach Grayson, a leading broker specializing in non-us equities Those investors value our research and have regularly voted for Visor Capital s research team. Consequently Visor Capital has been regularly ranked Best Brokerage Firm in the category Emerging EMEA/Frontier markets (including Kazakhstan & Kyrgyzstan) 19

21 Our Visor Capital Legal and Compliance International compliance standards All legal and compliance functions are carried out in-house in accordance with international standards Visor Capital legal department includes Kazakhstan-qualified lawyers: Ayan Battalova - 8 years of experience in National committee of securities in Kazakhstan and 9 years in Visor Holding system. UK-qualified and Kazakhstan-qualified lawyers Togzhan Zhailganova - 8 years of experience in Kazakhstan stock market legislation Continuous monitoring program for new draft laws and regulations Established relationships with National Bank of Kazakhstan and Kazakhstan Stock Exchange High-level international experience in legal sphere Able to negotiate all documents and agreements simultaneously in English and Russian, due to excellent inhouse legal translation capacity 21

23 Visor Capital Management Team Michael Sauer, Chairman of the Board of Directors Michael has over 12 years of management experience in Emerging Markets, particularly in Russia/CIS and India. He has over 16 years experience across Corporate Finance, Trading, Settlement, and Venture Capital activities with the Swiss Banking Corporation in London, Brunswick UBS in Moscow, Minaret Group in Azerbaijan, and Kring Technologies in India. Michael took the position of Managing Director at VISOR Capital where he coordinated Investment Banking activities that included M&A deals, issue, listing and placement of securities. He participated in the first dual listing and offering of KazMunaiGas EP s shares and GDRs on KASE and LSE. Michael graduated with honors in Finance from the South Bank University in London Jose Luiz Gaviao, Managing Director - Head of Investment Banking Jose Luiz Gaviao joined Visor Capital in April Previously he was involved in the restructuring of Fair CCVM, a Brazilian brokerdealer, on behalf of its owner, a private Swiss investor. Prior to that, he worked for nine years at ABN AMRO, where at the time of his departure he was Director for all Debt Capital Markets activities in Brazil. During his tenure he was responsible for domestic and crossborder origination and domestic syndication and distribution of capital markets transactions, having had postings in Amsterdam, New York and Sao Paulo. He took a part in one of the largest project finance transactions performed in the Brazilian oil sector to develop the Marlin oil field for Petrobras, as well as many sovereign and quasi-sovereign Brazilian bond transactions, including the first ever split currency (Yen/USD) Eurobond transaction out of Brazil. He holds an MBA from University of Pittsburgh and a bachelor's degree in Engineering Stefano Resegotti, Head of Visor Capital (UK) - Head of Sales Stefano joined Visor Capital (UK) Ltd in September 2009 from Cheuvreux where he led the European Equity Sales effort into the Italian client base. Prior to Cheuvreux. Stefano was Director at ING Bank, and one of the top cash equity sales persons in Europe. Previously, he worked at Santander and Morgan Stanley in sales, sales trading and trading roles. Stefano brings with him over 12 years of equity sales experience and has a degree in Economics and Business from the University of Pavia 23

24 VISOR Capital JSC Visor Capital (UK) Ltd. Esentai Tower 14th floor 77/7 Al-Farabi Avenue Almaty Kazakhstan Telephone: (+7) Fax: (+7) Old Broad Street London EC2N 1AR United Kingdom Telephone: (+44) Fax: (+44) VISOR Capital JSC. All rights reserved. VISOR Capital JSC holds a licence to conduct broker-dealer activities in the securities market with a right to maintain clients accounts as nominal holder, licence No dated 10 March 2006 issued by the Agency of the Republic of Kazakhstan on Supervision and Regulation of Financial Market and Financial Organisations Visor Capital (UK) Limited is authorised and regulated by the Financial Services Authority This presentation was prepared exclusively for your benefit and internal use in order to indicate, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure to any other party. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Visor Capital. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of Visor Capital. Visor Capital has not assumed any responsibility for the independent verification of any of the information set forth in this presentation, including the valuation material made available to the recipient in connection with any further investigation of the possible transactions. Visor Capital does not make any express or implied representation or warranty as to the accuracy or completeness of the information contained in, or for any omissions from, this presentation. In addition, Visor Capital expressly disclaims any and all liability which may be based on such information, errors therein or omissions there from. * Investment Bank shall mean the company that provides brokerage services, financial advisory and underwriting services. This term has a broad meaning in the international practice.