Venture Capital – a Growth Opportunity for the South African Economy

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Venture Capital – a Growth Opportunity for the South African Economy Powered By Docstoc
					Venture Capital – a
Growth Opportunity for
the South African

1.       About TriVest

2.       Introduction to Venture Capital

3.       Private Equity and Venture Capital in Global Markets

4.       Private Equity and Venture Capital in Sub-Saharan Africa

5.       Private Equity and Venture Capital in South Africa

6.       Lessons Learnt and Outlook of Venture Capital in South Africa
About TriVest

TriVest is a leading provider of equity for middle market corporate acquisitions,
recapitalizations, and growth capital financings. Since its founding, TriVest has
experienced a huge demand for capital in the early stage sector in Southern Africa,
where innovative early-stage and start-up companies lack the financial, managerial and
network resources for expansion and growth.
TriVest prefers to invest in quality small to medium sized companies, which possess
strong and defensible market positions in growing or fragmented industries. TriVest
always co-invests with company management and pursues transactions which are
supported by the management and Boards of Directors of the investee companies.
TriVest pursues investment opportunities on a national basis, within South Africa,
however, due to regional developments, where South Africa forms the gateway to Africa,
interesting ventures have materialized with both, European and African companies.
TriVest aims to become the preferred sponsor of small to middle market acquisitions. Our
mission is to build a track-record of proven closing capabilities and the ability to
successfully grow acquired businesses in concert with management.
TriVest is a member of the South African Private Equity and Venture Capital Association
(SAVCA) and upholds the industry’s good practice and valuation principles.
The Team

           Managing Director
           Hagen Späth was born in 1975, in Pretoria (South Africa). He holds a Master’s Degree in
           Industrial Engineering and General Management, which he attained at the Hamburg
           University of Technology, the University of Applied Sciences, and the University of Hamburg.
           He started his professional career with Airbus Industries, where he qualified as an
           Aeronautical Technician. He worked on various consulting and turn-around projects as a
           Research Associate at the Hamburg University of Technology, where he also lectured
           Logistics Management at the HSL Hamburg School of Logistics’ MBA Program. After moving
           to South Africa in the beginning of 2006, Hagen worked for a leading logistics company as
           the Business Development Manager, managing ramp-up projects, and redesigning the
           company’s organizational and product structure. He is a founding partner and Managing
           Director of Trium Investments (Pty)Ltd. Contact: +27 (0)73 335 8668 |

           Advisor : Renewable Energies & Supply Chain Management
           Saskia Wagner was born on 16 June 1978. She holds a degree in Industrial Engineering,
           which she attained at the University of Pretoria. Saskia did her majors in Logistics, Demand
           Planning, Supply Planning, Routing and Scheduling, Inventory Management, and Production
           Scheduling. After her studies, Saskia was employed by LHA Management Consultants, which
           became e-Logics, after which she moved to Super Group Supply Chain Partners, and finally
           to Cadbury South Africa. Saskia is our Supply Chain Management Advisor and oversees the
           Renewable Energy start-up projects. Contact: +27 (0)83 634 4499 |
The Team (cont’d)

          Office Manager
          Christine Molkentin was born on 02 August 1967. After training, Christine gained extensive
          experience in finance, accounts and administration in the hotel and tourism industry.
          Challenging positions in the brewing, automotive, and consulting industries nurtured her
          irreplaceable experience in finance ,administration and budget control, which makes her an
          asset to TriVest.
          Contact: +27 (0)83 395 1918 |

          Advisor : Financial Management
          Rhys Osler was born in Vryburg in1965. After completing his schooling and National Service
          in Bloemfontein, Rhys did his articles of clerkship at a local firm of Chartered Accountants,
          then obtained his Bachelor of Commerce (Accountancy) at the University of Pretoria in 1991.
          Rhys then worked for the CSIR for ten years as an accountant as well as being involved with
          specific project management. In April 2000, Rhys joined a local International Freight
          Forwarding company as Financial Manager and later became Director of Finance. Rhys
          joined TriVest in January 2008.
          Contact: +27 (0)73 561 1526 |
The Partners
          Born in 1950, in Bremen (Germany), Dieter Ammer studied economics at the Universities of Kiel,
          Montpellier (France) and Freiburg. He started his professional career in 1976 as an auditor with
          Arthur Andersen & Co and earned his degree as Public Accountant and Tax Advisor. He worked for
          the audit and consulting company in Hamburg, Hanover and Teheran. In 1992, Dieter was appointed
          the Chief Executive Officer of Zucker AG and of Nordzucker GmbH. Subsequently, the brewery Beck
          & Co in Bremen appointed Dieter its Chief Executive Officer. After the sale of Beck & Co by Interbrew
          S.A., he became a Member of the Executive Board of the new mother company in 2000. In June
          2003, Dieter became the Chief Executive Officer of TCHIBO Holding AG in Hamburg. Dieter is the
          Chief Executive Officer of Conergy AG since November 2007. He chairs the Supervisory Boards of
          Beiersdorf AG and Conergy AG, and hold Supervisory Board positions of the GEA Group, IKB
          Deutsche Industriebank, Heraeus Holding GmbH, and tesa AG. Dieter is the co-founder of Conergy
          AG (founded 1998), and the founder and Managing Director of AMMER ! PARTNERS GmbH, the
          Hamburg based private equity and venture capital sister-company of TriVest. He has closed approx.
          20 Venture Capital and Private Equity deals to date.

          Hagen Späth was born in 1975, in Pretoria (South Africa). He holds a Master’s Degree in Industrial
          Engineering and General Management, which he attained at the Hamburg University of Technology,
          the University of Applied Sciences, and the University of Hamburg. He started his professional career
          with Airbus Industries, where he qualified as an Aeronautical Technician. He worked on various
          consulting and turn-around projects as a Research Associate at the Hamburg University of
          Technology, where he also lectured Logistics Management at the HSL Hamburg School of Logistics’
          MBA Program. After moving to South Africa in the beginning of 2006, Hagen worked for a leading
          logistics company as the Business Development Manager, managing ramp-up projects, and
          redesigning the company’s organizational and product structure. He is a founding partner and
          Managing Director of Trium Investments (Pty)Ltd.
Investment Principles

Fair Value - TriVest has a long-term objective in all transactions. Therefore it is counterproductive from
a publicity perspective, but also from a development perspective in subscriptions, not to establish a fair
value for a transaction.
Develop Closing Capabilities - TriVest has to develop the expertise and build the resources to close
transactions in a timely manner, balancing risk with company resource requirements.
Ability to Provide a Timely Response - TriVest does not have a formal investment committee;
instead the personnel required to approve investments work closely throughout the investment
evaluation process in close collaboration with its consultants and advisors. This approach allows us to
respond to opportunities quickly. Our target should be to close a transaction within 3 months.
Equity Participation for Management - TriVest will offer the opportunity for significant equity
ownership to management partners, and typically an incentive-based compensation plan is developed
to allow management to earn additional equity ownership.
Autonomous Operating Philosophy - Principals of TriVest will act as active Board of Directors
participants. TriVest also expects its management partners to be capable of overseeing and consulting
the portfolio companies, which they are allocated to in all day-to-day operations, depending on the
level of engagement. Therefore on average not more than three (majority) portfolio companies per
TriVest employee (ca. 5 per Advisor).
Strategic and Financial Advisory Support - TriVest's resources and expertise are available to all
portfolio companies in the areas of strategic planning, acquisitions, and financing.
Long-Term Growth Orientation - Upon consummation of a transaction, TriVest works with
management to develop a long-term growth plan for the company. The plan identifies internal growth
opportunities, and, when appropriate, includes an acquisition strategy. TriVest provides support to its
management partners during the execution of the growth plan.
Investment Criteria

Trivest prefers to invest in consumer product, service, franchising and manufacturing
businesses whose market position is strong and can be protected from new or
unexpected competition. The firm has particular interest in acquiring companies in
fragmented industries that can provide the basis for consolidation within the industry.
Successful acquisition and growth financing candidates usually possess many of the
following characteristics:
 A talented and committed management team.
 A stable and predictable cash flow stream and demand for its products and services
 A diversified customer base
 Participation in a growing market
 A product line with extended life cycles and low obsolescence risk
 Sustainable operating profit margins of 10% or higher

The financial parameters for stand-alone acquisition are as follows:
 Minimum Transaction Size of 2 million ZAR
 Revenues 10 million ZAR and up
 Minimum of 2 million ZAR EBITDA

Add-on acquisitions to existing portfolio companies are not subject to any size minimums,
but rather are chosen for strategic fit.
Investment Activities

Control Acquisitions
TriVest's primary focus is to provide equity for and organize the acquisition of privately-
held or smaller public companies, as well as subsidiaries or divisions of larger business
enterprises. The management team of the acquired entity will typically have a meaningful
investment and a performance-based compensation plan including stock options.

Expansion Financing and Recapitalizations
Trivest will also invest in businesses which require capital for internal expansion,
acquisitions, deleveraging, or liquidity for their shareholders.

Trivest will co-invest with other established equity sources that share common investment
philosophies and goals.
     Investment Process
                       Use industry expertise and experience to recognize and understand which businesses
1.     Analysis &
                       have value creation potential. Identify the key stakeholders and possible agenda.

                       Establish with shareholders and/or management whether a private equity solution is
2.     Contact &       required and appropriate. Define the wants and needs of the key stakeholders.
                       Negotiate terms and conditions of transaction. Draft and sign memorandum of
3.   Memorandum of     understanding with all stakeholders.
                       Collect relevant data, in order to appropriately evaluate internal capabilities and
4.    Valuation &      external influences. Use at least 5 valuation methods. Valuate in co-ordinance with
      Assessment       International PE and VC Valuation Guidelines (SAVCA).

         Sale /        Depending on the type of transaction conducted, draft Sale or Subscription of Shares
5.    Subscription     Agreement, in which key deliverables and conditions are defined. A detailed Business
       Agreement       Plan must among others form part of the agreement.
                       Compile Due Diligence team according to project requirements. Obligatory fields are
6.    Due Diligence    Financial, Judicial, Insurance, Environmental, Personnel, and Character Check.
                       Optional e.g. Brand, IT, etc.
                       Finalize contractual framework (shareholders’ agreement, employment contracts, etc),
7.    Closing Phase    and complete business plan, in which an immediate 100-day plan and a mid-term (3-5
                       year plan) are specified. Issue of shares and instatement of the management board.
                       Active participation in the management of the portfolio company through board
8.       Active        representation and employment of required management staff to build key capabilities.
      Participation    Financial controlling, monitor Change. Optional exit after 3-5 years.
Introduction to Venture Capital
Venture Capital is about building

        SMEs are the driving engine behind economic growth in developing,
free-market economies.

         The development of the SME sector is synonymous with the
establishment and expansion of a middle class to ensure political and
economic reform.

          Entrepreneurs moving into the middle class generally do not have
sufficient equity and collateral to establish growth-oriented businesses and
access bank financing.

        Therefore, risk capital investment is urgently needed to promote
economic and political stability through the rapid development of a middle-
class SME sector.
What VC offers, which other
sources of finance don’t

 •   Aid does not generate wealth in the long term
 •   Aid can act as a “kick-starter” to an economy (but it can also damage it)
 • Private sector generates wealth
 •   But, private sector needs a good environment:
         •Law and regulation
         •Efficient and light bureaucracy
         •Macroeconomic stability

 and of course …..
 • Access to Capital

 In Europe SME’s account for 99% of all enterprises, which
 account for 66% of all jobs!
What is Venture Capital?

                 Venture Capital                                 Private
                                                                    Private Equity
                   Capital                                       Equity

                                       Early                                 Later
     Seed           Start-up                          Expansion
                                       Stage                                 Stage

                                               Expansion         Bridge           Special
                                                Capital          Capital          Events

                         Unbundling         Public-to-private        MBO/MBI                LBO

Venture capital (VC) is funding invested, or available for investment, in an enterprise that offers the
probability of profit along with the possibility of loss.

VC investments in an enterprise are usually between $500,000 and $5 million, and that the investor is
likely to expect an annual return of 20% to 50%.

Vulture capitalist, a term coined in the volatile financial environment of the 1980s, has been revived to
refer to the venture capitalists that have recently begun to buy up failing dot-com enterprises at rock-
bottom prices.
Private Equity in Words
  Why VC is required

                    •   Limited track record
                    •   Lack of proper financial records
                    •   Inadequate business plan
   Limited Access   •   Insufficient management capacity/
   To Capital           skill
                    •   Poor management of funds
                    •   Under capitalisation
                    •   Insufficient assets for security/
                    •   No corporate governance structures
[Aureos 2007]
  The current Paradigm Shift

           • Entrepreneurs own
                                           Private Equity/
           • Family and Friends
                                           Venture Capital
           • Limited access to bank debt
           • Business Angels

[Aureos 2007]
  VC’s pro’s and con’s

     Advantages                            Disadvantages

    •     Dividends only paid on profits   •   Dilution of owners equity

    •     Holders of equity are business   •   Shareholders will demand
          partners – not just financing        greater disclosure

    •     Long-term funding – payback      •   Shareholders may “interfere”
          through exit                         with day to day operations

    •     Equity can be leveraged          •   Dividends not tax deductible

                                           •   If business successful – unlikely
                                               for business owner to launch
                                               share buy-back
[Aureos 2007]
The Cost of Venture Capital

     Layers of risk (hypothetical):
     risk element                                       premium

     country risk                                         5%
     small company                                        5%
     unsecured instruments                                5%
     currency risk                                        5%
     total premiums                                      20%
     risk-free rate of return                            15%

     risk-adjusted hurdle rate for private investment   35%
Private Equity and Venture Capital
         in Global Markets
  Global PE Investments as
  Percentage of GDP

[SAVCA 2008]
  Country Ranking – Investment
  Activity (US$bn)

[SAVCA 2008]
  Country Ranking – Fund Raising
  Activity (US$bn)

[SAVCA 2008]
  Sources of third party funds raised
  during 2007 (R15 334m)

[SAVCA 2008]
  Sources of third party funds raised
  during 2006 (R14 525m)

[SAVCA 2008]
  Sources of third party funds raised to
  31 December 2007 not yet returned to
  investors (R45 065m)

[SAVCA 2008]
[EVCA/Thomson Financial/PwC]
  Geographic Sources of Funds

[European data sourced from EVCA/Thomson Financial/PwC]
  Analysis of investments by stage
  based on cost of investments – South
  Africa compared to Europe and US

[SAVCA 2008]
  Less than 3% of all respondents
  would like to invest in VC!

[EMPEA 2008]
  Exits based on cost: South Africa
  compared to Europe

[SAVCA 2008]
  Global Commitments to EM’s

[EMPEA 2008]
  South Africa is still very much
  under the radar screen!

[EMPEA 2008]
  Critical success factors South Africa
  has to pay some attention to:

[EMPEA 2008]
  Reasons for not investing available
  funds in EM’s:

[EMPEA 2008]
Private Equity and Venture Capital
      in Sub-Saharan Africa
  Key Findings

    • Sub-Saharan Africa Private Equity (excluding SA) as an
      Asset Class and Industry is still in its nascent years but

    • SSA PE terrain requires negotiating “pothole-ridden”

    • Notwithstanding the above, significant opportunities with
      above average returns

    • Through partnerships we can improve the terrain
      encouraging further participation

[Aureos 2007]
  SSA Market Overview

    • Business Angels and family investors have formed the foundation
      for the PE market

    • European and US Development Financial Institutions contributed
      to the“first” wave of private equity/ venture capital funds across
      Sub-Saharan Africa

    • Majority “First” wave funds country specific

       Fund                             Size (US$m)   Vintage
       Ghana Venture Capital Fund          6.0 m        1993
       Tanzania Venture Capital Fund       8.0 m        1994
       Mauritius Venture Capital Fund      7.5 m        1995
       Zambia Venture Capital Fund        12.5 m        1996
       Takura Venture Capital Fund        6.85 m        1997
       Acacia Fund                        19.6 m        1997
[Aureos 2007]
  Committed Funds
 Fund                                              Committed Capital (US$m)
 Pan-African Funds
 Emerging Markets Partnership Africa Fund I & II           > US$600m
 Actis Africa Fund                                           US$550m
 Kingdom Zephyr Africa Fund                                  US$102m
 Pan-African Infrastructure Development Fund            Target US$1 billion
 Regional Funds
 AfrInvest Fund                                             EUR25m
 Southern Africa Enterprise Development Fund                US$100m
 Helios                                                     US$250m
 East African Development Bank (SME Fund)                    US$40m
 Aureos Funds (East, West & Southern Africa)                US$140m
 Business Partners (Madagascar & Kenya)                     US$+50m
 Country Funds (Increasing)
 Capital Alliance Fund I (Nigeria)                           US$35m
 CEDA Venture Fund (Botswana)                                US$40m
  BIFM Capital
[Aureos 2007]    (Botswana)                                +/- US$50m
  Government Influence
  Increasingly, Governments are seeing PE/ Venture Capital as the
  engine to private sector development

 • SM Industries Equity Investment Scheme: banks set aside 10% of their
   PBT annually to invest in SME businesses

 • CEDA Venture Capital Fund was formed in order to invest in VC and
   PE transactions. Independent private sector manager, with govt. pension
   Fund capital

 • Govt largest pension fund has mandated 2.5% of funds under management be
   allocated to venture capital

 • Bank of Namibia conducted study to look into VC/ PE Industry and impact
   on the economy
[Aureos 2007]

                • Currency Risk

                • Political Risk

                • Lack of Information        Non –enabling
                • Lack of Transparency and
                  Corporate Governance       but NOT
                • Legal/ Regulatory Risk

                • Liquidity Risk

                • Market Size

[Aureos 2007]
Private Equity and Venture Capital
          in South Africa
  Market Dynamics

 South Africa’s private equity industry boasts R86.6 billion in funds under
management at 31 December 2007, an increase of 46% from R59.3 billion at 31
December 2006;
At 31 December 2007, funds under management were 2.8% of GDP, up from
1.7% in 2006. Funds under management have had a compound annual growth
rate of 14% since 1999 when this survey began
 Independents have increased their total funds under management by 74%
from R24.6 billion at the end of 2006 to R42.9 billion at the end of 2007
 Captives – Government and fund managers that are black-owned,
empowered or influenced had R59.7 billion of funds under management at 31
December 2007, an increase of 35% from the R44.3 billion at the end of 2006.
69% of funds under management are thus at least black-influenced or are
classified as Captives – Government (2006: 75%)
 R15.3 billion was raised during 2007, surpassing the record R14.5 billion
of funds that were raised during 2006

[SAVCA 2008]
 Market Dynamics (cont’d)

 64% of funds raised during 2007 were from US sources, which also
contributed 39% of funds raised during 2006. The US is now the highest
contributor of all funds raised to date and not yet returned to investors (US: 34%,
South Africa: 32% and UK: 27%).
 R31.7 billion in undrawn commitments at the end of 2007 is available for
future investments. This represents an increase of 25% from the R25.3 billion of
undrawn commitments at the end of 2006
 Investment activity is up 270% from R6.9 billion during 2006 to R25.5
billion during 2007. This includes the Bain Capital buy-out of Edcon for an equity
value of around R8.7 billion
 Private equity investment activity (equity cheque only) was 5% of total
South African M&A activity (measured in terms of deal size ie debt and equity) in
2007. This increases to 10% assuming a debt to equity ratio of 50:50
 South African private equity investment activity achieves 11th place in the
2007 global rankings, its highest ever position
 Investments in entities that are black-owned, empowered or influenced is
up 147% from R4.7 billion during 2006 to R11.6 billion during 2007
  Composition of total funds under
  management at year end (Rbn)

[SAVCA 2008]
  Funds raised during the year,
  analysed by fund stage (Rbn)

[SAVCA 2008]
  Cost of investments made during the
  year, analysed by new and follow-on
  investments (Rbn)

[SAVCA 2008]
  Funds returned to investors
  during the year (Rbn)

[SAVCA 2008]
  Funds under management by BEE fund
  managers at year end (Rbn)

[SAVCA 2008]
  Cost of BEE investments made during
  the year (excluding Captives –
  Government) (Rbn)

[SAVCA 2008]
  Investments by stage based on cost of

[SAVCA 2008]
  Investments by stage based on number
  of investments

[SAVCA 2008]
  Funds returned to investors during the
  year (excludes Venfin’s disposal of
  Vodacom) (Rm)

[SAVCA 2008]
  Key Findings

 Investors want continued exposure to the positive absolute returns and
significant portfolio diversification benefits that investment into private equity
funds in South Africa offers;
 The scale of activity in the industry outperforms most of the major
international economies, which bodes well for Government’s stated growth
targets, as local and international research confirms that private equity
investment is a key driver of entrepreneurial activity and growth in any
 Black Economic Empowerment (BEE) remains a major source of activity
in the industry. It is worth noting that over R11 billion was invested into black-
owned, empowered or influenced businesses during 2007, greater than
combined investments from 2004 to 2006;
 Given the significant amounts of funds raised from 2005 to 2007, some R32
billion is available for further investment by the industry. 81% of these funds are
managed by fund managers that are at least black-influenced or managed by
governmental funds. This represents a significant pool of capital for funding
businesses and continuing the vital socio-economic BEE process.
[SAVCA 2008]
  What the future holds:

 In the early part of 2008, there has been more fund raising activity in the
venture capital portion of the industry. Coupled with announcements by
Finance Minister Trevor Manuel, in his February 2008 Budget speech, whereby
venture capital investments into high growth high technology businesses can
qualify for an upfront tax deduction of 30%, bodes well for further funds and
 Despite local and international concerns about disclosure, taxation of carried
interest and interest rate deductibility, there remains solid local and
international support for the asset class by institutional investors that
have to be exceptionally vigilant on their investments given the beneficiaries
that they invest for;
 More and more global investors and private equity firms are looking to
access opportunities in emerging markets. It is easy to understand why they
seek these opportunities via private equity in South Africa, as today, South
Africa is one of the most sophisticated and promising markets globally

[SAVCA 2008]
Lessons Learnt and Outlook of
Venture Capital in South Africa
  Disposal profits during 2007 (Rm)

[SAVCA 2008]
  Returns PE vs. VC

[SAVCA 2008]
 Lessons Learned

if your mission is to finance SMEs, you must run a profitable business yourself

how can you teach others about profit if you cannot set an example

your staff are your key to success. They need to be


such people will build the systems to enhance productivity needed to cope with
high cost of due diligence
successful colleagues will find excellent entrepreneurs to invest in

It’s all about people
 Lessons Learned (cont’d)

align the interests of your colleagues with the objectives of the company

Incentivise colleagues to reward them by reaching the objectives set by the

to be successful, remember

you are not a bank

we are risk financiers who, despite the debt structuring, must act like an equity

 It is not only about investing money, also skill and knowledge (aftercare)
delivered by colleagues and mentors are essential to successfully grow an SME!
  Current Issues
                                    • “Naturally” Hedged Businesses
                Currency Risk
                                    • Currency Hedges

                                    • Political Risk Insurance
                Political Risk
                                    • Diversify across markets

                                    • Consolidation across markets
                Liquidity Risk      • Get money out earlier
                                    • Structure in an exit

                Legal/ Regulatory   • Government intervention
                                    • Relationships, relationships!!

                                    • Bring in Management
                                    • Technical Strategic Partners

                 Market Size         • Roll-Outs
[Aureos 2007]
    What we need to get right in
    (South) Africa
      •    Regulatory & legal reforms
                   Pension reform
                   Judicial system
                   Incentivising VC/PE funds (taxes)
                   Tax amnesty from moving from informal to formal sector
                   Reduce forex restrictions

      •    Public infrastructure
                 Access to ports, power, telecommunications etc.

      •    Careful privatisation

       Financial/ capital market development
                 Less onerous listing requirements
                 Different taxation requirements for investors in these markets

[Aureos 2007]
    What we will need help with

     •    Catalyst for VC development
             VC fund development
             Encourage DFIs to invest in VC

     •    Technical assistance funds
             Training of management teams

     •    Provide access to markets

     •    Tax breaks
             Encourage multinational to “plough” back profits into Africa

[Aureos 2007]
 Cited Sources and More Reading

Aureos 2007      Tshepidi Moremong - Aureos Southern Africa Fund: Recent trends in Alternative
                 Financing Instruments, Financing African SMEs, April 25, 2007, UNECA - Zanzibar
CDC 2006         Roderick Evison, Portfolio Director CDC: Africa, Presentation to the African Venture
                 Capital Association Conference, 6th November 2006
Worldbank 2007

EMPEA 2008       EMPEA, 2008 LP Survey: Limited Partner Interests in Emerging Markets Private
                 Equity, May 2008.

SAVCA 2008       KPMG and SAVCA: Venture Capital and Private Equity Industry Performance
                 Survey of South Africa covering the 2007 calendar year, May 2008