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Utho Capital: Corporate and Project Finance Advisory

Utho Capital is a premier corporate and project finance advisory firm in South Africa and Africa, providing innovative financial solutions to clients in various sectors. With over 80 years of combined experience, our seasoned professionals offer expertise in mergers and acquisitions, corporate advisory, project finance, and more.

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Utho Capital: Corporate and Project Finance Advisory

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  1. CONTENTS • Overview of Utho capital • Utho Capital Corporate Structure • Shareholders • Deal Experience • Utho Capital Offerings • Transactions • Contact Details

  2. OVERVIEW OF UTHO CAPITAL Utho Capital is a corporate and project finance advisory and consulting firm, wholly owned and managed by a team of professionals with over 80 years combined hands on experience. We have been in operation for over 18 years providing creative financial solutions to both private and public sector clients in South Africa and across the African continent. We pride ourselves in providing innovative, practical solutions and world class execution flavoured with a local touch that adds value to our clients.

  3. DEPTH AND EXPERIENCE • Utho has seasoned professionals capable of providing solutions without boundaries • Experienced management team that has accumulated years of advisory, structuring and financing experience in South Africa, Africa and in the global markets • Our experience spans working with governments, parastatals, corporates, multinationals and DFIs • Significant deal experience covering mergers & acquisitions, corporate advisory mandates, project finance, privatisations, commercialisations, Public Private Partnerships, turnaround and restructuring • BEE and Indigenisation transactions etc • Utho is a leading PPP and infrastructure development advisory firm in Africa • Impeccable credentials with a proven track record and credible process • Exposure to international best practice

  4. UTHO CORPORATE STRUCTURE UTHO INVESTMENT HOLDINGS (PTY) LTD UTHO CAPITAL (PTY) LTD UTHO CAPITAL FUND MANAGERS (PTY) LTD ADVISORY SERVICES CORPORATE FINANCE PROJECT FINANCE & STRUCTURED FINANCE CONSULTANCY SME INFRASTRUCTURE FUND

  5. CONSULTANCY Advisory Services CORPORATE FINANCE ADVISORY SPECIALISEDFINANCE • Mergers and acquisitions • Management buy-outs • BEE match making • Capital raising • Due diligence • Valuations • Contract management and monitoring • Commercialisation • Corporatisation • Empowerment management • Management consulting • Corporate restructuring • Turnarounds • Privatisation • Public Private Partnerships (PPPs) • Structured finance • Project finance • Municipal finance services

  6. PROJECT FINANCE – INFRASTRUCTURE PROJECTS AND PPP Utho is a leading Infrastructure specialist and advisory firm with in-depth experience advising on projects throughout the African continent. The following are some of the transactions that Utho has worked on. These include undertaking: feasibility studies, project structuring and packaging, due diligences, valuations, capital raising; financial modelling and analysis; contract management and monitoring: ROAD AND TRANSPORTATION PROJECTS: • Review of the Feasibility Study for the toll road between Beitbridge and Harare and Procurement of contractor/ concession: Utho is part of the CPCS team reviewing a feasibility study for the development of the toll road between Beitbridge and Harare . • DBSA (2015) – East African Central Corridor. Utho reviewed feasibility studies that had been completed, Structured project packages towards implementation (and/or bankability), Identifies capacity gaps within key institutions, Developed updated Financial Models, Value Assessment (including PPP and PSC financial modelling) and Capacitating the Central Corridor Transit Transport Facilitation Agency to conduct relevant activities. • East Africa’s Transport Central Corridor Project Detailing and Enablement The role involved: • Assisting the DBSA with gathering information and data from participating countries – Tanzania, Uganda, Burundi, Rwanda, and the DRC. Evaluating that data and summarising it into a form for presentation to the presidents of the participating countries and to prospective investors. • In addition, the team undertook financial modelling for certain key projects where sufficient information was available, in order to present the investment case to prospective investors. Inputs were based on existing reports and information, and some historical assumptions data was escalated to present day values. Where applicable, relevant assumptions were made regarding financial input parameters. • The information gathered and reviewed was summarised into an investment booklet and PowerPoint presentation. These outputs, as well as the excel spreadsheet based financial models were submitted to the CCTTFA, as custodians post the presidential roundtable and investor summit.

  7. PROJECT FINANCE – INFRASTRUCTURE PROJECTS AND PPPs ROAD AND TRANSPORTATION PROJECTS: • Capital raising for the 1064 locomotive procurement project for a major transport conglomerate: Utho were Advisors and their role involves the determination of appropriate financing structure and carrying out the capital raising in conjunction with our co-advisors. There is an expectation that we will participate in the adjudication of submitted tender bids • Musinaand Beit Bridge Transport Hub Pre -Feasibility Study: Utho as Transaction advisors to the Limpopo Department of Economic Development and Tourism, conducted a Pre-Feasibility study for the assessment and funding model development for the Musina and Beit Bridge Border Transport Hub. There was extensive co-ordination and consultation with the Zimbabwean stakeholders on the border upgrades and the proposed Transport Hub at Musina. • SANRAL – Western Cape N1 & N2 Toll Concession; Utho were SED Advisors to the Overberg consortium in the preparation and submission of the concessions bid, and involved in the BAFO preparation and final submission. The toll concession involved the R12 billion upgrade of the freeway network, including new tunnels, bridges, overpasses, existing road infrastructure and toll operations. The consortium included road construction companies Murray & Roberts, WBHO, Raubex and Tolcon. • Gauteng Infrastructure Financing Agency : West Rand Freight and Logistics Hub: development of a commercial case for the establishment of the freight and logistics hub

  8. PROJECT FINANCE – INFRASTRUCTURE PROJECTS AND PUBLIC PRIVATE PARTNERSHIPS ROAD AND TRANSPORTATION PROJECTS: • PASSENGER RAIL AGENCY OF SOUTH AFRICA (PRASA) (2009): Utho were the Transaction Advisors to undertake the feasibility Study and procurement process for the development of the Cape Town International Rail Link through a PPP. (Project value ZAR 3.3 billion • NATIONAL DEPARTMENT OF TRANSPORT: Utho were the lead advisor to undertake a Feasibility Study to determine the most appropriate option to manage the Fleet through a PPP process. Thereafter proceeding to procurement of the PPP • GAUTRAIN (to 2017) Utho with KPMG are socio economic advisor to Bombela and Gauteng Government for 10 year to verify and monitor the Gautrain project • DEPARTMENT of TRANSPORT (DoT) - AIRPORT COMPANY of SOUTH AFRICA: Utho was the lead advisor to Department of Transport with respect to the feasibility study and advisory services on the capital restructuring of the Airports Company of South Africa. Determining optimum capital structure and divided policy. (Project value ZAR 1 billion

  9. PROJECT FINANCE – INFRASTRUCTURE PROJECTS AND PUBLIC PRIVATE PARTNERSHIPS ACCOMMODATIONS PPP: • GHANA SECURITIES AND EXCHANGE COMMISSION OFFICE ACCOMMODATION (PPP) (2015-17) Transaction advisory services for the development of office accommodation. The Project Scope includes, Undertaking a Feasibility Study and Preparing for Implementation of PPP Procurement Process. • DEPARTMENT of TRADE and INDUSTRY - DTI CAMPUS PROJECT (2000) Utho together with CAI, were appointed as the joint financial and transaction advisory team as well as project managers for the financial feasibility, bidding process, and empowerment advisors to Government and the successful bidder on behalf of the DTI. A PPP was implemented and this is the first successful PPP in office accommodation. (Project value ZAR 540 million) • DEPARTMENT of ENVIRONMENTAL AFFAIRS (2012) Utho were the financial and empowerment advisors on this PPP transaction. Utho's role included assisting with the negotiations and financial close. PPP implemented and building in operation. Building has received a Green 6 star award. The first Government building in Africa to receive such

  10. PROJECT FINANCE – INFRASTRUCTURE PROJECTS AND PUBLIC PRIVATE PARTNERSHIPS • GGDA/BLUE IQ INVESTMENT HOLDINGS (PTY) LTD (2010) Advisors to GGDA/Blue IQ: undertook a financial feasibility of Constitutional Hill site to determine the implications of the development at the Constitutional Hill via a Public Private Partnership (PPP). • THE INNOVATION HUB – DEVELOPMENT OF ENTERPISE DEVELOPMENT BUILDINGS 2/3 (2016) Utho were the lead advisors that undertook a feasibility study for the development of Enterprise building 2 at TIH. Utho are proceeding with the procurement of the 2 buildings presently. • THABAZIMBI MUNICIPALITY: Feasibility study undertaken for the development of a civic centre via a PPP. Utho were the financial and BEE advisory.(Project value ZAR 150 million) • MODIMOLLE MUNICIPALITY: A Feasibility study was undertaken by Utho for the development of the Modimolle Mountain into a tourism destination. Utho were the lead TA as well as the financial and BEE advisors. (Project value ZAR 200 million) • EASTERN CAPE DEPARTMENT of HEALTH - LUSIKISIKI HOSPITAL ACCOMODATION Utho was the lead transaction advisor and project manager on this project. This project entailed determining the feasibility of procuring clinical staff accommodation at the Lusikisiki Hospital via a PPP. (Project value ZAR 350 million)

  11. PROJECT FINANCE – INFRASTRUCTURE AND PUBLIC PRIVATE PARTNERSHIPS • FREE STATE DEPARTMENT OF PUBLIC WORKS, ROADS AND TRANSPORT OFFICE Accommodation Project – PPP. Utho Capital was the lead Transaction Advisor and project manager on the above mentioned project. The transaction involved determining the feasibility of procuring a suitable and sustainable serviced working environment (accommodation and one-stop related services) for the five municipal Districts in the Free State Province. (Project value ZAR 800 million) • Department of Science and Technology – accommodation PPP (2016) • Utho are advisors to the DST to undertake a feasibility study and procurement process for expanded area of office accommodation at DST. • CITY OF TSHWANE Office Precinct, Munitoria. Utho were the advisors to the preferred bidder for the development of an office precinct through a PPP. (Project value ZAR 900 million)

  12. PROJECT FINANCE – PUBLIC PRIVATE PARTNERSHIPS • EASTERN CAPE DEPARTMENT of HEALTH – Pharmaceutical Distribution - PPP Utho was the financial and empowerment advisor in the project that entailed the feasibility study and procurement process. Utho's role included co-ordinating all inputs into the financial model; developing the financial model; assessing the affordability parameters of the project; engaging with National Treasury on all financial issues; and assessing the BEE and financial aspects of the bids. (Project value ZAR 110 million) • DEPARTMENT OF COMMUNICATIONS (2007) Utho were the lead advisors that undertook a feasibility study for the possible establishment of Regional TV through a PPP.(Project value ZAR 400 million) • DEPARTMENT of COMMUNICATIONS - 112 NATIONAL EMERGENCY CALL CENTRE Utho were the lead transaction advisor in respect of the feasibility study and possible PPP procurement for the implementation of the 112 National Call Centre. (Project value ZAR 85 million)

  13. PROJECT FINANCE: INFRASTRUCTURE PROJECTS – ENERGY PROJECTS • ZIMBABWE POWER COMPANY (ZPC) Utho was part of the financial advisory team with KPMG leading. Capital raising mandate to raise capital for the ZPC for expansion projects on Kariba and Hwange power stations. (Project value USD2.5 billion) • SWAZILAND ELECTRICITY COMPANY (SEC) Financial Advisory services to the SEC for the procurement of the Lower Maguduza Hydro Power Scheme through an IPP bidding process. (Project value ZAR 46 million) • Central Energy Fund Advisory services for the Business Management Implementation Programme Management for an 8MW biomass electricity generation project located in the George area. Project included due diligence, fatal flaw analysis and sourcing of biomass feedstock. • CITY POWER (FORMERLY GREATER JOHANNESBURG METROPOLITAN ELECTRICITY) Utho professionals were involved in advising the Greater Johannesburg Metropolitan Local Council on the commercialisation of one of the electricity departments into a separate and independently run Utility (City Power) • SEDIBENG AND WEST RAND WASTE TO ENERGY PROJECT-Renewal Energy Utho was the lead transaction advisor and project manager on this project. This project entailed determining the feasibility of establishing waste to energy plant in this regional hub. (Project value ZAR 2.5 billion) • ESKOM’S MULTI-SITE BASE LOAD PROGRAMME Utho was a financial advisor to a bidding consortium responding to Eskom's Medium Term Power Purchase Programme. This involved developing the business case and capital raising

  14. RUSTENBURG MUNICIPALITY Utho were part of the advisory team undertaking a feasibility study of the solid waste to energy in the municipality. (Project value ZAR 1.2 billion) • DBSA - CROSS-BORDER FINANCE MODEL • Consultants to DBSA on Cross Border Financing Models for Regional Power Projects in the SADC Region. This entailed developing the financial models in order to raised the requisite capital for power project in the SADC region. • MIDVAAL MUNICIPALITY – Feasibility study for electricity distribution, management and • maintenance services.Utho with KR Consulting were the transaction advisors assisting the MLM • with a feasibility study to determine the best procurement option for electricity distribution, • management and maintenance services for the municipality. INFRASTRUCTURE PROJECTS – ENERGY contd

  15. KZN PROVINCE AEROTROPLIS (2015-2018) • Development of the Aerotropolis in KZN. Utho is part of a team that is assisting the KZN Province develop and establish an aerotropolis Master Plan and its implementation strategy that satisfies sustainable development principle. • PACKAGING OF INFRASTRUCTURE PROJECTS FOR THE RE-INDUSTRIALISATION OF GAUTENG PROVINCE (2015 -2018) • Utho with Hatch are advisor to the Gauteng Government packaging high catalytic infrastructure projects as part of the re-industrialisation and modernisation of Gauteng Province. INDUSTRIALISATION PROJECTS

  16. CORPORATE FINANCE ADVISORY • LIMPOPO DEPARTMENT OF ECONOMIC DEVELOPMENT, ENVIRONMENT AND TOURISM (LEDET) (2012) : Utho were the consultants to assist the LEDET in the structuring and establishment of the Provincial Growth Fund. This involved: feasibility study, environmental scan, due diligence, financial structuring, and implementation plan • NEF Utho were advisors to the NEF to conceptualise and draft the proposal to the National Treasury for the establishment of a BEE-PPP fund. This involved structuring the Fund. • DEPARTMENT of TRANSPORT (DoT) - AIRPORT COMPANY of SOUTH AFRICA Utho was the lead advisor to Department of Transport with respect to the feasibility study and advisory services on the capital restructuring of the Airports Company of South Africa. Determining optimum capital structure and divided policy. (Project value ZAR 1 billion) • DEPARTMENT of TRANSPORT Utho advised DoT on the financial statements March 2008 for ACSA and ATNS - Advisory with regard to tariffs. • MODERN AFRICA FUND The Utho Team were Advisors to Modern Africa in terms of restructuring and capital raising for various investee companies.

  17. CORPORATE FINANCE ADVISORY • INDUSTRIAL DEVELOPMENT CORPORATION (IDC) (CURRENT) TURNAROUND SPECIALISTS FOR THE IDC PORTFOLIO Business support consultants to the IDC assisting with: due diligences, valuations, business plans, capital raising, restructuring of businesses; identifying strategic partners for various businesses • PIC – Advisory services – Financial model review of a potential investment in Medipost • IDC- Utho provided Transaction Advisory to the IDC on the disposal and valuation of various assets including 25% stake held in Algorax, 25% stake held in Reclamation Group These assignments included due diligence, valuation and bidding processes for the sale of these stakes to empowerment consortiums • VIRTUAL CARE PHARMACIES Utho acted as transaction and financial advisor to Virtual Care Pharmacies for the restructuring of the pharmacies via management buy-out. The work entailed a due diligence, corporate restructuring, financial modelling, conducting a corporate valuation, capital raising, as well as strategy formulation.

  18. CORPORATE FINANCE ADVISORY SERVICES • Arivia.kom The Utho team were Transaction advisors to Eskom and Transnet to undertake a commercial assessment for and on behalf of the stakeholders, in order for them to decide what to do with the business. Disposing of the entity for Eskom and Transnet. Transaction advisors in the 100% Disposal of Arivia to a BEE consortium. Included financial due diligence and valuation. • SAWIT/KWV Utho and HSBC acted as joint-transaction advisors to SAWIT on the formation of a BEE alliance to acquire a 25% stake in KWV. Financial due diligence and valuation. Arranged the funding. • MTN Utho assisted MTN in its pursuit of new business opportunities on the African continent and in managing its relationship with governments on the continent, the regulatory authorities, and their legal and financial advisors. Assisting with ad hoc M&A assignments for MTN including: financial due diligence and valuations. • FLEETCALL Utho acted as transaction and financial advisors to Transnet and Gridtek on the divestiture of a 100% shareholding in Fleetcall, a radio trucking operator. Mandate encompasses a full due diligence, valuation and managing the bid process to financial close. • SASANI Utho offered Transaction advisory to provide independent advise to the board in respect of the disposal of the remaining assets of the company. Undertook valuation and due diligence.

  19. HOUSING – CONSULTANCY • ANGLO PLATINUM INDUSTRY ENGAGEMENT HOUSING POLICY (2011) Utho Capital was key member of the advisory team to Anglo Platinum Mining, appointed to develop an Engagement strategy of key industry players in the area of Housing Provision, with an emphasis on assessing the Framework in which Anglo Platinum can effectively deliver housing and related services at scale in the various regions in which it operates. • SUPPORT PROGRAMME for SOCIAL HOUSING (SPSH) BIS PROJECT Utho provided technical assistance to the SPSH programme. The main objectives of the programme were: • To supplement and develop the capacity of selected SPSH clients in developing sustainable social housing products by availing a resource pool of development experts • To assist selected SPSH clients to improve their skills in financial modelling of new property developments • To assist selected SPSH clients implement best practices related to the financial management of both construction and property management into their Business Integrated Systems (BIS) platforms • Social Housing Foundation • Identifying the Networks of Key Role Players in Private Rental low cost housing sector • Housing Sector, devising a Strategy for engaging with them • Identifying the Critical Issues of Key Players • Mapping out the Private Rental Housing Value Chain • Identifying funding sources

  20. HOUSING – CONSULTANCY • ALEXANDRA SOCIAL HOUSING (ASCHO) Utho was part of the Alexandra Social Housing Technical Resource Group as Financial Advisors, which include: • Overseeing the development and construction of social housing in three phases • Implementation of a financial management and reporting structure in compliance with related legislation, regulations and generally accepted accounting principles • Preparations of a business case/financial model and funding proposals that complies with approval process and requirements of the Funding Agencies Compile an implementation plan for risk management and mitigation • GAUTENG PARTNERSHIP FUND (GPF) AND JOHANNESBURG HOUSING DEVELOPMENT Utho Capital was a representative for the Gauteng Partnership Fund (GPF) in conducting due diligence reviews for various Housing Projects. Where GPF was one of the main funding parties it appointed Utho to conduct Project and Company due diligence review covering all aspects of the project. • GAUTENG HOSTEL CONVERSION PROJECT Utho Capital provided Financial, Technical and Transaction advisory to the Gauteng Department of Housing for the Hostels Housing conversion project into family units, for Jeppe, George Gogh, M&R, Denver, LTA and MBA Hostels. This project is now in the construction evaluation and award stage.

  21. CONSULTANCY - MUNICIPAL FINANCE SERVICES • MOGALE CITY MUNICIPALITY Utho teamed up with Public Services and Utilities International to provide Mogale City municipality with a revenue improvement strategy and a practical and hands on approach to assist the Mogale City to implement a sustainable model for improving revenue management and debt collection. • BLUE CRANE ROUTE Utho was appointed by DBSA to intervene in the collection process and to develop a revenue improvement strategy. • NKONKOBE MUNICIPALITY Utho was appointed by DBSA to intervene in the collection process and to develop a revenue improvement strategy. • BEKKERSDAL MUNICIPALITY (2002-2003) Urban renewal and settlement project.

  22. CONTACT DETAILS Offices: 2nd Floor Lillipark, 354 Rivonia Buolevard Rivonia 2128 Johannesburg Tel: +27 11 234 1370 Fax: +27 11 234 1380 website: www.utho.co.za Sheila Galloway +27 828 216 630 Pat Mthembu + 082 586 8614 Reginald Muzariri + 27 84 660 3266

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