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					    Private Equity Funds                        Private Equit
ty Funds              Private Equity Funds
         Private Equity Funds                                     Private
s
            Old Mutual Equity
           Private Multi-Manager Funds
             Private Equity Funds 1 & 2
       Private Equity Funds                                           Pri
             Report for the Quarter Ended March 2009
ty Funds              Private Equity Funds

        Private Equity Funds                                 Private E

ty Funds              Private Equity Funds

       Private Equity Funds                                 Private E
Equity Funds                 Private Equity Funds
     Private Equity Funds                         Private Equi


                                                 Private Equity
                                                                                          Page


Introduction                                                                              1


Market Overview                                                                           2


Old Mutual Multi-Manager Private Equity Fund 1 (OMMMPEF 1)                                3-5

       Fund Description

       Performance Commentary

       Overall Portfolio Analysis

       Underlying Investment Commentary


Old Mutual Multi-Manager Private Equity Fund 2 (OMMMPEF 2)                                6-9


       Fund Description

       Performance Commentary

       Overall Portfolio Analysis

       Underlying Investment Commentary


Valuation Principles                                                                      10


Glossary of Terms                                                                         11 - 12

OMIGSA Private Equity Team                                                                13 - 14




• OMMMPEF 1 & 2 are private equity fund of funds aimed at institutional and retail investors and managed
    by OMIGSA Alternative Investments.

• OMMMPEF 2 is currently open for investment.

• Secondary investments are available to large institutional clients.




For more information, or to gain exposure to our funds, please contact:


Mark Gevers                         Kevin French                          Mike van Heerden
Head, Private Equity                Private Equity Business Development   Head, Retail Sales
mgevers@omigsa.com                  kfrench@omigsa.com                    mvanheerden@omigsa.com
(021) 509-3182                      (021) 509-4326                        (021) 509-5082


Sue Tosh                            Marinda Nel
Head, Institutional Sales           Business Development Manager
stosh@omigsa.com                    mnel@omigsa.com
(021) 509-5468                      (021) 509-2442
Introduction
                                                                                                                  Mark Gevers

Dear Private Equity Investor,                                                        for new investment, and where the full commitment being
We are now through the first quarter and well into 2009. After a                     warehoused by Old Mutual has not yet been acquired by the
torrid 2008 on the back of the global credit crisis, 2009 began in                   OMMMPEF2.
a similar vein with equity markets struggling locally and abroad                     OMMMPEF2’s holdings in Lereko Metier Capital Growth Fund 1 and
as investors continued to lack confidence. This negativity and its                   CapitalWorks Fund 1 were valued on this rolled-up cost basis up
effect on valuations have impacted on unlisted company values                        to 31 December 2008. A consequence of the market volatility
through the listed comparative multiples used in the quarterly
                                                                                     experienced during the last quarter of 2008, was that the rolled-
valuations.
                                                                                     up cost value as at 31 December 2008 significantly exceeded the
                                                                                     underlying market value. In light of this, as well as the increasing
Q1 2009 Performance
                                                                                     maturity of these funds, the price of purchasing additional interests
Both Old Mutual Multi-Manager Private Equity Funds 1 and 2                           from Old Mutual has subsequently been renegotiated. Future
delivered negative returns for the first quarter of 2009. The short-                 purchases of interests in Lereko Metier Capital Growth Fund 1 and
term results are disappointing, but seen in context of the markets,                  CapitalWorks Fund 1 will now take place at market value, and
the funds’ age and the long-term nature of private equity, we                        therefore with effect from 31 March 2009 these funds are held at
remain confident in the funds’ design to deliver strong real returns                 market value in the OMMMPEF2. This has resulted in a once-off
in the long term.
                                                                                     write-down in value over the quarter under review. All of the
                                                                                     underlying private equity funds in the OMMMPEF2 are now held
                                                                                     at market value.
                                                       Since Inception
                                 Q1 2009      1 year    (annualised)
                                                                                     Other impacts on valuations
                                                           26.0%
 OMMMPEF1                             -5.7%    0.9%                                  Other material impacts on the underlying companies (discussed
                                                        (35 months)
                                                                                     in more detail later in the report) were the effect on our holdings
                                                          -17.0%                     in financial services and resource-related industries as commodity
 OMMMPEF2                         -22.6%      -31.8%
                                                        (18 months)                  prices dropped dramatically and sentiment towards banks in
 FTSE/JSE All Share                                                                  particular became extremely negative. The weak global commodity
                                      -4.2%   -28.6%
 Index (ALSI)                                                                        prices affected Reclamation, Shanduka (exposed to iron ore, steel
 FTSE/JSE Industrial                                                                 and coal) and York Timber particularly, while the negative sentiment
                                      -9.3%   -18.7%                                 around banks impacted on the valuations of Oceanic Bank and
 Index (INDI)
                                                                                     Shanduka (with holdings in Standard Bank, Alexander Forbes and
 Under/
 Outperformance:                      -1.5%   29.4%        24.3%                     Liberty Group). At the time of writing, we have seen improvements
 OMMMPEF1 vs. ALSI                                                                   in both bank valuations and global commodity prices.
 Under/
 Outperformance:                 -18.4%       -3.3%        3.2%                      Looking ahead
 OMMMPEF2 vs. ALSI                                                                   The valuations of both funds I and II have been negatively impacted
 * UPF (untaxed) basis, net of fees                                                  by weaker global and local equity markets, as listed proxies are
                                                           Source: OMIGSA
                                                                                     used to value investee companies. The economic environment,
                                                                                     both locally and globally, is also still mired in uncertainty.
Old Mutual Multi-Manager Private Equity Fund 1 (OMMMPEF1)
                                                                                     It is, however, in these times that private equity as an asset class,
OMMMPEF1 had a negative 5.7% return for the quarter. The long-
                                                                                     and particularly the private equity business model, comes to the
term performance of the fund remains excellent, and with one
                                                                                     fore. The managers that the products are invested into are at
month before it reaches its three-year milestone, the OMMMPEF1
                                                                                     present spending the vast majority of their time working closely
has delivered 26% per year since inception, which is 24.3% per
                                                                                     with management to ensure that the investee companies are
year ahead of the FTSE/JSE ALSI over the same period.
                                                                                     adequately capitalised and properly equipped and managed to
Old Mutual Multi-Manager Private Equity Fund 2 (OMMMPEF2)                            successfully operate through the tough economic environment.
OMMMPEF2 had a negative 22.6% return for the quarter. Since                          We are confident that this active, hands-on approach, combined
inception it has had a negative 17% return, outperforming the                        with the quality of the underlying managers and investee companies,
FTSE/JSE ALSI by 3.2% over this period. The main contributors                        will ensure that the portfolio of companies will emerge from these
to the negative performance for the quarter were the internal re-                    uncertain and difficult times intact, and stronger than before.
pricing of both Lereko Metier Capital Growth Fund 1 and CapitalWorks
Fund 1, and diminutions in value of a number of the investee                         As mentioned in our September 2008 quarterly report, history has
companies in the collective portfolio. Details on these funds are                    shown that private equity vintages that follow periods of economic
set out in the underlying investment commentary later in the                         stress produce some of the best long-term returns. Given this and
report.                                                                              that OMMMPEF2 is still open for investment, we believe the current
                                                                                     valuations represent a very attractive buying opportunity for
Marking to Market of Lereko Metier Capital Growth Fund 1                             investors.
and CapitalWorks Fund 1
                                                                                     Our private equity funds remain positioned to deliver the long-term
In accordance with international private equity valuation guidelines,                returns expected of good private equity investments. We trust
underlying assets in the OMMMPEF2 are valued at market value.                        that the detail covered in this report helps illustrate the quality of
The exception to this arises in the case of certain underlying private               the investments, both in the underlying investee companies and
equity funds, to which Old Mutual has made commitments and                           the composition and management thereof by our team.
warehoused the initial draw-downs, on behalf of potential OMMMPEF2
investors. OMMMPEF2 has the right to acquire these warehoused
interests. Acquisitions of such interests are priced, and subsequently               Kind regards
valued, at Old Mutual’s original cost rolled up at prime to the date                 Mark Gevers
of acquisition or valuation. This valuation method applies only                      Head: Private Equity
during the limited period in which the OMMMPEF2 remains open                         OMIGSA Alternative Investments
                                                                            Page 1
Market Overview – Q1 2009

The Global economy                                                                 Following the two 100-basis point rate cuts by the Reserve Bank
The global downturn continued to spread in the first quarter via                   in April and May, the easing cycle in local interest rates is nearing
a broad-based slump in consumer demand and private expansion                       an end. At the time of writing, markets seem to be predicting a
plans, a sharp contraction in global trade and steeply lower                       further 50-100bp easing later in the year, and had rallied further
commodity prices. With the world still firmly in the grip of recession,            since the end of the quarter.
global growth forecasts for 2009 and 2010 have been slashed                                Manufacturing production growth            Machinery imports in US$’s
                                                                                     10                                                                                    2500
further and the International Monetary Fund (IMF) expects global
Gross Domestic Product (GDP) to contract by about 1% in 2009,
                                                                                                                                                                           2000
with only a moderate recovery taking hold in 2010.                                    5

                                                                                                                                                                           1500
Given this global economic outlook, with risks skewed to the
                                                                                      0
downside in the short term, policymakers have intensified stimulus
                                                                                                                                                                           1000
efforts: interest rates have been lowered further, more fiscal
support packages have been announced, and some central banks                         -5
                                                                                                                                                                           500
are lending direct support to borrowers who are constrained by                                                                               Collapse points to weak
still-frozen credit markets.                                                                                                                private investment activity
                                                                                     -10                                                                                   0
                                                                                       90       94     98     02    06     10     90      94     98     02     06     10
Markets rally on hopes of economic stabilization                                          Source: OMIGSA (Iris)

The poor economic data, ongoing concerns about the global banking
                                                                                   International Private Equity – USA
system and slumping corporate profits caused a sharp sell-off of
equities around the world during January and February. Subsequent                  The final performance figures for 2008 from the National Venture
months, however, have seen a relatively strong rally, albeit from                  Capital Association in the US were released recently. As expected,
heavily oversold levels, as aggressive policy action and some                      the one-year numbers were negative, but the longer-term numbers
hopeful signs that the pace of the economic downturn may be                        illustrate the long-term strength of private equity. Despite negative
moderating, drew investors back into equities. We expect 2009                      returns in 2008, private equity continues to outperform listed
to be a year of two halves: a deep slump during the first half,                    equity over all periods.
followed by stabilization and possibly even a moderate recovery
in the second.
                                                                                    National                               Returns to 31 December 2008
                                                                                    Venture Capital
   16000                                                         90
            Dow Jones Index              USA manufacturing                          Assoc (USA)                    1yr          3yr          5yr         10yr             20yr
                                         new orders              80
   14000                                                                            All Venture
                                                                                                                  -20.9%        4.2%         6.4%       15.5%         17.0%
                                                                                    (Private Equity)
   12000                                                         60
                                                                                    NASDAQ                        -38.1%     -10.3%        -4.6%         -3.2%            7.3%

   10000                                                         40                 S&P 500                       -36.1%     -10.0%        -4.0%         -3.0%            6.1%

                                         Below 50 denotes
    8000
                                         contraction                               Future prospects
                                                                 20

    6000 04                                                      10                As private equity managers, our priority remains the achievement
                      06           08   04      06          08
           Source: OMIGSA (Iris)                                                   of long-term real returns for our investors through investing in
                                                                                   diversified portfolios of quality companies. Our portfolio companies
The South African economy & markets
                                                                                   remain focused on growing the intrinsic value of their businesses
Local 2009 growth prospects are weak due to the global slump                       through prudent active management. While the challenges of the
and intensifying local demand weakness. South Africa’s GDP                         economic slowdown are real in the short term, the long-term
contracted by a shocking 6.4% (q/q annualized) in the first quarter                business case for the companies remains intact. We believe that
of 2009, confirming an official recession. Considerable weakness                   the private equity business model is most effective in handling
remains in key sectors such as mining, manufacturing and electricity               the challenge of the economic slowdown because management
production, pointing to another possible decline in GDP in the                     and owners are able to adapt and implement strategies immediately.
second quarter of 2009 as well. The global slump poses a serious                   Our funds have a bias towards cash retail and South African and
challenge to exporters, as does the stronger rand, and companies                   African infrastructure growth, which will remain long-term growth
appear to be postponing or scrapping expansion plans given the                     areas in the Southern African economy as the emerging middle
fall-off in demand and extreme mid-term uncertainty. We have                       class continues to grow and the massive government investment
seen the impact of this on the listed equity markets in the first                  in infrastructure unfolds.
quarter with industrial and financial indices falling 9.3% and 7%,
respectively.                                                                      While global demand for private equity investment reduced the
                                                                                   last year, there appears to be some early signs of appetite for
Banks have tightened their lending standards, slowing credit                       emerging market, especially African, private equity investments.
extension sharply despite lower interest rates. GDP for the full                   We expect developed economies to take longer to overcome the
2009 calendar year is now expected to contract by at least half a                  effects of the current economic slowdown than emerging economies
percent, with the risks to this forecast skewed to the downside.                   like Africa. Most African countries had little exposure to the toxic
The outlook for consumers is a little rosier. Lower interest rates,                assets of the credit crunch, while many African countries have
a general slowdown in inflation and recent tax cuts will lend support              sizeable infrastructure developments to complete. These two facts
to consumption, but wide-spread layoffs because of the economic                    provide positive impetus to the economies in which our investee
slowdown remain a risk.                                                            companies operate.

                                                                          Page 2
                        Old Mutual Multi-Manager Private Equity Fund 1
                     Quarterly Report for the quarter ended 31 March 2009

I.           FUND DESCRIPTION                                                          4.    Capital Africa Steel

                                                                                       5.    Medu Capital
Inception date:                        April 2006
                                                                                       6.    Nature’s Choice
Fund term:                             10 years
                                                                                       7.    Buildmax
Performance objective:                 CPI + 10%
                                                                                      Ethos Fund V

Fund Objective: The fund is designed to deliver real returns in                        1.    Plumblink
excess of its benchmark over the long term, through diversified
exposure to experienced private equity managers who invest                             2.    Alexander Forbes

in companies in different sectors with different vintages.                             3.    Transaction Capital

Fund Composition: OMMMPEF 1 is a private equity fund of funds                          4.    Moresport
invested in three underlying private equity funds:
                                                                                       5.    Oceanic Bank Nigeria
      -     OMIGSA Private Equity Fund 1
      -     Brait Fund IV                                                              6.    Tiger Automotive

      -     Ethos Fund V                                                               7.    Brandcorp

Each of these funds, in turn, has invested in several underlying                       8.    House of Busby
private equity transactions. The below charts summarise these
                                                                                       9.    Idwala Industrial Holdings
holdings.


             UNDERLYING FUND SPLIT (by value)                                        III.    PERFORMANCE COMMENTARY
                            As at 31 March 2009
                                                                                     Based on the 31 March 2009 untaxed unit price of R196.14,
                Ethos Fund V (12.0%)
                                                                                     OMMMPEF 1 has delivered a net return of -5.7% * for the
          Brait Fund IV (6.9%)
                                                                                     quarter ended 31 March 2009, 0.9%* for the 12-month period
                                                                                     ended 31 March 2009, and a compound annual return of 26.0%*
                                                                                     since inception (35 months) to 31 March 2009.

                                                                                     The quarter under review has seen a general decline in the
                                                    OMIGSA Fund I (81.1%)
                                                                                     valuations of a large portion of the underlying investee companies.
                                                                                     This can be attributed to the weakness of the listed equity
II.          INVESTMENTS PER FUND MANAGER                                            markets (and the consequent feed-through to unlisted valuations
                                                                                     as multiples from listed proxies are used in the valuation
 OMIGSA Fund I                                                                       process) as well as relatively challenging earnings and growth
                                                                                     visibility in underlying investee companies due to general global
     1.      Life Healthcare
                                                                                     and local economic uncertainty.
     2.      Metcash
                                                                                     However, it is in exactly this challenging environment that
     3.      Pepkor
                                                                                     Private Equity as a business model comes to the fore as active
     4.      Savcio
                                                                                     private equity managers work closely with the businesses they
     5.      Brait-Sitogo                                                            own to ensure they are able to trade through the tough times.
                                                                                     Currently we have seen the private equity managers in our
 Brait Fund IV
                                                                                     products dedicating the majority of their time to ensuring the
     1.      Premier Foods
                                                                                     existing underlying businesses are well capitalised and
     2.      Consol                                                                  appropriately equipped and managed to overcome the challenges
                                                                                     posed by this environment.
     3.      Primedia




                                                                            Page 3
                   Old Mutual Multi-Manager Private Equity Fund 1
                Quarterly Report for the quarter ended 31 March 2009


IV.     OVERALL PORTFOLIO ANALYSIS                                                                 OMMMPEF 1 returns to 31.03.2009
                                                                                                                                      by tax class
1. Funding Facility
                                                                                           30%
                                                                                                             CPF
   To date, 29.9% of the fund has been funded via utilisation                                                                                                                             26.0
                                                                                                             IPF
   of the funding facility. As Brait Fund IV and Ethos Fund V                              25%                                                                                   23.9
                                                                                                             UPF                                                     21.7
   complete their investment programmes, any surplus and                                   20%

   investee returned cash residing within the product as well
                                                                                           15%
   as the undrawn funding facility will be used in exposing
   investors to additional private equity assets, without requiring                        10%

   investors to invest further capital.
                                                                                             5%

2. The table below depicts the OMMMPEF 1’s targeted long-                                                                                1.0
                                                                                                                                                  0.3
                                                                                                                                                           0.9
                                                                                             0%
   term portfolio weighting and current actual percentage
   invested by the manager.                                                                 -5%
                                                                                                      -5.8        -6.2     -5.7

                                                                                           -10%
                                    Targeted             OMMMPEF 1                                           3 months                          12 months              35 months annualised
                                   long-term             market value
                                    portfolio             split as at                                                                                                            Source: OMIGSA
                                                                                         Return performance is based on the untaxed, but after performance fee
 Portfolio                         weighting             31.03.2009
                                                                                         accrual unit price, reflecting a pre-taxed investment position whereas the
 OMIGSA Private Equity                                                                   proxy returns are before potential investment costs and fees.
                                      40%                        81%
 Fund 1
 Brait Fund IV                        30%                         7%
 Ethos Fund V                         30%                        12%
                                                                                                  OMMMPEF 1 Comparative returns to
3. The sectoral spread analysis depicted below reflects a large                                                                       31.03.2009
   weighting to Consumer Services, mainly retail, which is
                                                                                           30%
   represented by assets such as Pepkor, Moresport and Tiger                                                 JSE Industrial                                                                    26.0
                                                                                                             JSE Small Cap Index
   Auto; Industrials represented by assets such as Savcio and                                                                                           20.0
                                                                                           20%
                                                                                                             JSE All Share
                                                                                                                                                                                        18.6
   Consol; Financial Services comprising assets such as                                                      CPI + 10%
                                                                                                             UPF
   Alexander Forbes, Brait-Sitogo and Oceanic Bank; and
                                                                                           10%
   Healthcare represented by Life Healthcare.                                                                            5.2
                                                                                                                                                                     3.4
                                                                                                                                                               0.9               1.6
                                                                                                                                                                           0.5

             OMMMPEF 1 exposure by sector                                                    0%


                                                                                                                  -4.2
                                            Financials (4%)                                                -6.4                -5.7
                                                                                           -10%
                                                                                                    -9.3




                                                      Healthcare (27%)                     -20%                                        -18.7

      Consumer Services -
            Retail (49%)
                                                                                           -30%                                            -28.3 -28.6
                                                       Basic Materials -                                     3 months                          12 months             35 months annualised
                                                       Industrial Metals
                                                       (3%)                                                                                                                      Source: OMIGSA

                                                  Industrials (11%)                      Return performance is based on the untaxed, but after performance fee
                                                                                         accrual unit price, reflecting a pre-taxed investment position whereas the
           Consumer Goods & Services (6%)
                                                                                         proxy returns are before potential investment costs and fees.

4. Returns Analysis
   As shown below, OMMMPEF 1’s net annualised return since
   inception of 26% is an appropriate indicator of the portfolio’s
                                                                                    *   This return performance is based on the untaxed, but after fee accrual unit price, reflecting a pre-
   performance against its proxy group returns. The JSE All                             taxed investment position. Such performance varies on a post-tax basis, dependent on an investor’s
                                                                                        elected tax profile within the Investment Frontiers life wrapper.
   Share Index has delivered a 1.64% gross return over the
                                                                                    ** It should be noted that notwithstanding amendments to the EVCA valuation guidelines for quoted
   equivalent period.                                                                   instruments, which essentially remove the previous, formulistic approach to providing for the
                                                                                        illiquidity of low volume traded listed stocks, and impose on the valuator more subjective obligations
                                                                                        to assessing the fair value thereof, OMIGSA Private Equity has, in the interests of valuation and
   We remain confident that OMMMPEF 1 will outperform
                                                                                        specifically associated pricing consistency and conservatism, elected to retain and apply the historic
   against its listed peer group, over the medium term.                                 EVCA valuation rules specific to quoted instruments, unless specific and material reasons justify a
                                                                                        departure therefrom




                                                                           Page 4
                     Old Mutual Multi-Manager Private Equity Fund 1
                  Quarterly Report for the quarter ended 31 March 2009

 V.       REPORT ON UNDERLYING FUNDS IN wHICH THERE
          wERE MATERIAL MOVEMENTS DURING THE THREE
          MONTHS TO 31 MARCH 2009



OMIGSA Private Equity Fund I

      Life Healthcare

      The Life Healthcare valuation has increased during the

      quarter, mainly as a result of a fall in local interest rates

      and a consequent reduction in the cost of capital used in

      the valuation.


Brait Fund IV

      Buildmax

      As a listed investment in the portfolio, it was negatively

      impacted by the de-rating of its share price during the

      quarter.


Ethos Fund V

      Oceanic Bank International Plc

      Oceanic has been valued at its listed market value adjusted

      for a marketability discount and the exchange rate.

      Notwithstanding Oceanic’s continued quarter-on-quarter

      share price decrease, Oceanic’s results show continued

      growth in revenues and profits, to comparable periods.




Statutory Information
Old Mutual Investment Group (South Africa) (Pty) Limited is a licensed financial services provider, FSP 604, approved by the Registrar of Financial Services Providers
(www.fsb.co.za) to provide intermediary services and advice in terms of the Financial Advisory and Intermediary Services Act 37 of 2002. Old Mutual Investment Group is a
wholly owned subsidiary of Old Mutual (South Africa) Limited. Reg No 1993/003023/07.
The investment portfolios are market-linked. Products may either be policy based or unitised in collective investment schemes. Investors’ rights and obligations are set out in
the relevant contracts. Market fluctuations and changes in rates of exchange or taxation may have an effect on the value, price or income of investments. Since the performance
of financial markets fluctuates, an investor may not get back the full amount invested. Past performance is not necessarily a guide to future investment performance.
Contractual rights and obligations of investors in these funds are subject to contract. Private Equity investments have short term to long term liquidity risks and there are no
guarantees on the investment capital nor performance. The value of the investment may fluctuate as the value of the underlying investments change. Past performance is not
necessarily a guide to future investment performance.
Old Mutual Investment Group (South Africa) (Pty) Limited is a licensed financial services provider, FSP 604, approved by the Registrar of Financial Services Providers
(www.fsb.co.za) to provide intermediary services and advice in terms of the FAIS Act 37 of 2002. Old Mutual Investment Group is a wholly owned subsidiary of Old Mutual
(South Africa) Limited. Reg No1993/003023/07.
Source of data: OMIGSA




                                                                                                                                              Private Equity
                                                                                    Page 5
                      Old Mutual Multi-Manager Private Equity Fund 2
                   Quarterly Report for the quarter ended 31 March 2009

                                                                                      poised to become further diversified as the newer funds gain
I.          FUND DESCRIPTION
                                                                                      investment momentum. The below details each of the investments
                                                                                      that have been made by each of the underlying fund
Inception date:                   October 2007                                        managers.

Fund term:                        10 years
                                                                                      II.        INVESTMENTS PER FUND MANAGER

Performance objective:            CPI + 10%
                                                                                       OMIGSA Fund I
                                                                                            1.     Life Healthcare
Fund Objective: The Fund is designed to deliver real returns in
                                                                                            2.     Metcash
excess of its benchmark over the long term, through diversified
                                                                                            3.     Pepkor
exposure to a number of experienced private equity managers
                                                                                            4.     Savcio
who invest in a broad range of companies in different sectors
                                                                                            5.     Brait-Sitogo
with different vintages.
                                                                                       OMIGSA Fund II
                                                                                            1.     Life Healthcare
Fund Composition: OMMMPEF 2 is a private equity fund of funds
                                                                                            2.     Consol
currently invested in seven underlying private equity funds:
                                                                                            3.     Khathuma II
     -     OMIGSA Private Equity Fund 1                                                     4.     Shanduka Resources
     -     OMIGSA Private Equity Fund 2                                                     5.     Oceanic Bank Nigeria
                                                                                            6.     Reclamation Holdings
     -     Brait Fund IV
                                                                                            7.     Tourvest
     -     Ethos Fund V                                                                     8.     Alstom SA
     -     Lereko Metier Fund I                                                             9.     Idwala Industrial Holdings
                                                                                       Brait Fund IV
     -     Actis Fund III
                                                                                            1.     Premier Foods
     -     CapitalWorks Fund I
                                                                                            2.     Consol
                                                                                            3.     Primedia
Each of these funds, in turn, has invested in several underlying                            4.     Capital Africa Steel
private equity transactions. The following chart summarises                                 5.     Medu Capital
these holdings.                                                                             6.     Nature’s Choice
                                                                                            7.     Buildmax

           UNDERLYING FUND SPLIT (by value)                                            Ethos Fund V
                         As at 31 March 2009                                                1.     Plumblink
                                                                                            2.     Alexander Forbes
                                       ACTIS Emerging Markets (3.9%)
                                              Brait Fund IV (4.8%)
                                                                                            3.     Transaction Capital
         OMIGSA Fund II (32.1%)
                                                  Ethos Fund V (8.3%)                       4.     Moresport
                                                                                            5.     Oceanic Bank Nigeria

                                                     Lereko Metier Capital
                                                                                            6.     Brandcorp
                                                     Growth Fund (17.8%)                    7.     Tiger Automotive
                                                                                            8.     House of Busby
                                                  Capital Works (2.7%)                      9.     Idwala Industrial Holdings
          OMIGSA Fund I (30.4%)
                                                                                       Lereko Metier Fund I
                                                                                            1.     Libstar
There are six common investments held between OMIGSA Funds                                  2.     Security Platform
1 and 2, Brait Fund IV, Ethos Fund V, Actis Fund III & CapitalWorks                         3.     Vox Telecoms
Fund I. The effective underlying exposure is therefore to 42 of                             4.     Southpoint
the total 48 investments.                                                                   5.     York Timber
                                                                                            6.     Zebediela
In total, OMMMPEF 2 already has exposure to six different private                           7.     Surgical Innovations
equity managers and 42 different underlying transactions, and is                            8.     Astrapak




                                                                             Page 6                                       Private Equity
                  Old Mutual Multi-Manager Private Equity Fund 2
               Quarterly Report for the quarter ended 31 March 2009

                                                                                   As each of Brait Fund IV, Ethos Fund V, LMCGF I, Actis III
 ACTIS Fund III
      1.     Copperbelt Minerals      : DRC                                        and CapitalWorks I complete their investment programmes,

      2.     Paras Pharmaceuticals    : India                                      any surplus and investee returned cash residing within the

      3.     Mo’men Foods             : Egypt                                      product, as well as the undrawn funding facility, shall be
      4.     Alstom SA                : South Africa                               utilised (at a prime interest rate cost) in exposing investors
      5.     Xiabuxiabu               : China                                      to additional private equity assets, without requiring investors
      6.     7 Days                   : China                                      to inject further capital.
      7.     Ambow                    : China
                                                                               2. The table below depicts OMMMPEF 2’s targeted long-term
      8.     APEC                     : South East Asia
 CapitalWorks Fund I                                                               portfolio weighting and current actual percentage invested

      1.     Pronto Holdings                                                       by the manager, at market value.

      2.     Reclamation Holdings
                                                                                                                   Targeted         OMMMPEF 2
                                                                                                                  long-term         market value
III.       PERFORMANCE COMMENTARY                                                                                  portfolio         split as at
                                                                                Portfolio                         weighting         31.03.2009
Based on the 31 March 2009 untaxed unit price of R0.756,
                                                                                OMIGSA Private Equity
OMMMPEF 2 has delivered a net return of –22.6%* for the                                                              10%                  30.3%
                                                                                Fund 1
quarter ended 31 March 2009, -31.8%* for the 12-month
                                                                                OMIGSA Private Equity
period ended 31 March 2009, and a compound annual return                                                             20%                  32.1%
                                                                                Fund 2
of -17.0%* over the 18 months since inception to 31 March
                                                                                Brait Fund IV                        10%                    4.8%
2009.
                                                                                Ethos Fund V                         10%                    8.3%
The quarter under review has seen a general decline in the
valuations of a large portion of the underlying investee companies.             LMCGF I                              20%                  17.8%
This can be attributed to the weakness of the listed equity
                                                                                Actis III                            15%                    4.0%
markets (and the consequent feed-through to unlisted valuations
as multiples from listed proxies are used in the valuation                      Capital Works I                      15%                    2.7%
process) as well as relatively challenging earnings and growth
visibility in underlying investee companies due to general global              3. The sectoral spread analysis depicted below reflects a large
and local economic uncertainty.
                                                                                   weighting to Industrials, represented by Savcio, Consol and

However, it is in exactly this challenging environment that                        Alstom; Consumer Services (mainly retail), which are
Private Equity as a business model comes to the fore as active                     represented by assets such as Pepkor, Moresport and Tiger
private equity managers work closely with the businesses they                      Auto; Financial Services, comprising assets such as Alexander
own to ensure they are able to trade through the tough times.                      Forbes, Brait-Sitogo and Oceanic Bank; Healthcare represented
Currently we have seen the private equity managers in our
                                                                                   by Life Healthcare; and Basic Materials, represented by
products dedicating the majority of their time to ensuring the
                                                                                   Reclamation Holdings, Shanduka Resources, Khathuma
existing underlying businesses are well capitalised and
appropriately equipped and managed to overcome the challenges                      Investments and York Timber.

posed by this environment.

The main contributors to the quarter’s performance were the
                                                                                            OMMMPEF 2 exposure by sector
internal re-pricing of both Lereko Metier Capital Growth Fund
                                                                                                                  Consumer Goods (4%)
I and Capital Works I, and dimunitions in value of the investments                      Telecommunications (2%)

in Oceanic Bank, Shanduka Group and York Timber.
                                                                                    Basic Materials (16%)                      Industrials (24%)

IV.        OVERALL PORTFOLIO ANALYSIS


1. Funding Facility                                                                  Healthcare (14%)

    To date, 43% of the fund has been funded via utilisation of
                                                                                            Financials (4%)
    the internal funding facility. The product has a funding                                                               Consumer Services (36%)

    facility available which is equivalent to 57% of the value of
    the fund at 31 March 2009.



                                                                      Page 7
                         Old Mutual Multi-Manager Private Equity Fund 2
                      Quarterly Report for the quarter ended 31 March 2009

4. Returns Analysis                                                                                                *   This return performance is based on the untaxed, but after fee accrual unit
                                                                                                                       price, reflecting a pre-taxed investment position. Such performance varies on
     As shown below, OMMMPEF 2’s annualised net return since                                                           a post-tax basis, dependent on an investor’s elected tax profile within the
                                                                                                                       Investment Frontiers life wrapper.
     inception of -17% is an appropriate indicator of the portfolio’s
     performance against its proxy group returns. The JSE All                                                      ** It should be noted that notwithstanding amendments to the EVCA valuation
                                                                                                                       guidelines for quoted instruments, which essentially remove the previous,
     Share Index has delivered a -20.1% gross return over the                                                          formulistic approach to providing for the illiquidity of low volume traded listed
     equivalent period.                                                                                                stocks, and impose on the valuator more subjective obligations to assessing the
                                                                                                                       fair value thereof, OMIGSA Private Equity has, in the interests of valuation and
                                                                                                                       specifically associated pricing consistency and conservatism, elected to retain
     We remain confident that OMMMPEF 2 will outperform                                                                and apply the historic EVCA valuation rules specific to quoted instruments, unless
     against its listed peer group, over the medium term.                                                              specific and material reasons justify a departure therefrom.


     Five of the six managers still have undrawn commitments                                                       V.        REPORT ON UNDERLYING FUNDS IN WhICh ThERE
     available. This positions the fund well to take advantage of                                                            WERE MATERIAL MOVEMENTS DURING ThE ThREE
     this rerated and relatively lowly priced investment period                                                              MONThS TO 31 MARCh 2009

     over the next 18 months.

 OMMMPEF2                                                                                                          OMIGSA Private Equity Fund I
 Performance                                                         Tax class
                                                                                                                        Life healthcare
                                               CPF                     IPF                    UPF
                                           (Corporate)             (Individual)            (Untaxed)                    The Life Healthcare valuation has increased during the
                                                                                                                        quarter, mainly as a result of a fall in local interest rates
 01/2009 - 03/2009
                                                 -18.3%                -21.3%             -22.6%                        and a consequent reduction in the cost of capital used in
 (Quarter)
                                                                                                                        the valuation.
 03/2008 - 03/2009
                                                 -27.3%                -30.2%             -31.8%
 (12 months)
                                                                                                                   OMIGSA Private Equity Fund II
 10/2007 - 03/2009
                                                                                                                        Oceanic Bank International Plc
 (since inception)                               -14.4%                -16.4%             -17.0%
 annualised                                                                                                             Oceanic has been valued at its listed market value adjusted
Return performance is based on the untaxed, but after performance fee accrual                                           for a marketability discount and the exchange rate.
unit price, reflecting a pre-taxed investment position. Such performance varies on
a post-tax basis, depending on an investor’s elected tax profile within the Investment                                  Notwithstanding Oceanic’s continued quarter-on-quarter
Frontiers life wrapper.                                                                                                 share price decrease, Oceanic’s results show continued
                                                                                                                        growth in revenues and profits, to comparable periods.
             OMMMPEF 2 Comparative returns to
                                                 31.03.2009                                                             Reclamation holdings

       30%                                                                                                              Reclamation has been revalued down due to continued slow
                      JSE All Share
                      JSE Industrial                                                                                    trading and low pricing in the local and international steel
                                                                20.0                        20.3
       20%            JSE Small Cap Index
                                                                                                                        markets, which are affecting the demand and price for both
                      CPI + 10%

       10%
                      UPF                                                                                               ferrous and non-ferrous scrap. The company continues to
                                   5.2
                                                                                                                        manage operations and its balance sheet proactively to
        0%
                                                                                                                        maximize opportunities. Despite these challenges in the
                            -6.4                                                                                        short term, the company remains the industry market leader
      -10%
                     -9.3
                                                                                                                        with a very strong cash position on its balance sheet, which
                                                                                 -15.7
      -20%                                            -18.7
                                                                             -20.1
                                                                                               -17.0
                                                                                                                        will enable it to weather these stormy times.
             -20.6
                                         -22.6
                                                                                     -25.1
      -30%                                        -28.6    -28.3                                                        Shanduka Group
                                                                     -31.8

      -40%
                                                                                                                        The decrease in Shanduka’s valuation for the quarter can
                       3 Mnths                            12 Mnths           Since Inception 10/2007
                                                                                   (Annualised)                         be ascribed to a decrease in the values of a number of its
                                                                                         Source: OMIGSA
                                                                                                                        underlying investee companies. The share prices of Shanduka’s
     Return performance is based on the untaxed, but after performance fee
     accrual unit price, reflecting a pre-taxed investment position whereas the
                                                                                                                        major listed investments, being Standard Bank, Assore and
     proxy returns are before potential investment costs and fees.                                                      Bidvest, all de-rated during the quarter under review.
                                                                                                                        Shanduka’s coal assets, being Kangra Coal and Shanduka




                                                                                                          Page 8
                     Old Mutual Multi-Manager Private Equity Fund 2
                  Quarterly Report for the quarter ended 31 March 2009

    Coal, have also decreased in value, due mainly to a decline                                  re-engineering, cost control and working capital management.
    in assumed near-term coal prices and a softer worldwide                                      These have all contributed to an increase in the value of
    demand for coal. Both the resources and financial sectors                                    Libstar compared to the previous quarter.
    are, however, expected to recover in the short-term.
                                                                                                 Southpoint
Brait Fund IV                                                                                    The current economic and regulatory environment has
    Buildmax                                                                                     provided fertile ground for the university student and young

    As a listed investment in the portfolio, it was negatively                                   urban graduate and professional market which Southpoint

    impacted by the de-rating of its share price during the                                      serves. Southpoint provides professional management
                                                                                                 services to its 29 building portfolio in Braamfontein, Port
    quarter.
                                                                                                 Eizabeth, Durban, Cape Town and Pretoria. Southpoint’s
                                                                                                 turnover was up considerably year-on-year and the performance
Ethos Fund V
                                                                                                 for the year to date has been pleasing. These have all
    Oceanic Bank International Plc
                                                                                                 contributed to an increase in the Southpoint valuation
    See OMIGSA Private Equity Fund II.                                                           compared to the previous quarter.


Lereko Metier Capital Growth Fund I (LMCGFI)                                                 Actis Capital LLP Fund 3
Not withstanding improvement in the quarter; the diminution                                  No material movements during the quarter ended
in the market valuation of the portfolio of the Lereko Metier                                31 March 2009:
Growth Fund I has since inception largely been driven by share
price declines experienced in the three PIPE (private in public                              CapitalWorks Fund 1
enterprise) stocks it holds, namely Vox Telecom, Astrapak and
                                                                                                 Reclamation holdings
York Timber. In terms of the Old Mutual valuation policy (and
                                                                                                 See OMIGSA Private Equity Fund II.
to cater for the illiquid trading experienced in these shares),
25% illiquidity discounts are applied to all three of these listed
investments.

    York Timber

    The decline in the York share price during the quarter
    indicates that market conditions continue to be tough due
    to the slowdown in residential construction (brought about
    by the current economic conditions and interest rate/
    mortgage availability issues) and a temporary oversupply
    of timber caused by surplus logs processed by the
    industry.

    Libstar

    Libstar has shown good defensive properties, with food
    demand remaining strong, particularly the value brands.
    Improved performance in this period was largely as part of
    operational initiatives of pursuing volume growth, product

Statutory Information
Old Mutual Investment Group (South Africa) (Pty) Limited is a licensed financial services provider, FSP 604, approved by the Registrar of Financial Services Providers
(www.fsb.co.za) to provide intermediary services and advice in terms of the Financial Advisory and Intermediary Services Act 37 of 2002. Old Mutual Investment Group is a
wholly owned subsidiary of Old Mutual (South Africa) Limited. Reg No 1993/003023/07.
The investment portfolios are market-linked. Products may either be policy based or unitised in collective investment schemes. Investors’ rights and obligations are set out in
the relevant contracts. Market fluctuations and changes in rates of exchange or taxation may have an effect on the value, price or income of investments. Since the performance
of financial markets fluctuates, an investor may not get back the full amount invested. Past performance is not necessarily a guide to future investment performance.
Contractual rights and obligations of investors in these funds are subject to contract. Private Equity investments have short term to long term liquidity risks and there are no
guarantees on the investment capital nor performance. The value of the investment may fluctuate as the value of the underlying investments change. Past performance is not
necessarily a guide to future investment performance.
Old Mutual Investment Group (South Africa) (Pty) Limited is a licensed financial services provider, FSP 604, approved by the Registrar of Financial Services Providers
(www.fsb.co.za) to provide intermediary services and advice in terms of the FAIS Act 37 of 2002. Old Mutual Investment Group is a wholly owned subsidiary of Old Mutual
(South Africa) Limited. Reg No1993/003023/07.
Source of data: OMIGSA




                                                                                    Page 9                                                    Private Equity
Valuation Principles


 Ensuring prudent, realistic valuations
 Although the underlying assets in Private Equity portfolios are not traded daily, their value is measured
 on a prudent, consistent yet rigorous basis in accordance with strict international guidelines. What follows
 are some of the key principles that are applied to ensure that the investments are prudently valued when
 the funds are priced.

 Regular & Reasonable - The investments held in the OMMMPE Funds are valued methodically every quarter. The
 assets in the underlying OMIGSA portfolios are valued by the OMIGSA Private Equity team. Where third-party managers
 manage some of the underlying funds (Brait or Ethos, for example), the OMIGSA Private Equity team reviews the
 reasonableness of valuations provided by these underlying managers. Where it is deemed prudent and appropriate,
 it may amend these values. The OMIGSA valuation policy has been approved by Old Mutual’s audit committee and is
 subject to an annual KPMG audit.

 Strict international standards - The methodology applied by our team, as well as the third-party private equity
 managers in the fund, is in strict accordance with International Private Equity and Venture Capital Valuation guidelines
 which have been adopted by SAVCA (South African Venture Capital Association). The valuations may be subject to
 some adjustments to ensure agreed pricing during buy-in periods. The entire OMIGSA PE valuation activity is subject
 to a full audit on an annual basis.

 Valuations & carried interest - It is essential to note that no carried interest (performance fee) is generated by
 virtue of any of the valuations. Carried interest is based solely on cash realised fund performance at both the sub-
 manager and multi-manager levels. In other words, performance fees will only be paid when the underlying companies
 are realised (sold) and the contractual performance hurdles exceeded.

 Fair Value - Old Mutual’s and OMIGSA’s valuation policy for investment assets is to value investments at fair value.

 The fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s
 length transaction. Where possible, fair value is arrived at by using quoted prices or by using market-related rates of
 return to discount future cash flows. Where fair value cannot suitably be determined in this manner, the most appropriate
 alternative basis is sought to represent the value that would arise from a transaction between a willing buyer and a
 willing seller, dealing at arm’s length with adequate information. Depending on the type of asset involved, this value
 may be determined on the basis of relative yield, net asset value or cost. Where appropriate, consultation takes place
 with external sources such as stockbrokers, banks and property brokers.

 Valuation methodologies – In determining the Fair Value of an investment, the valuer should use judgement. This
 includes a detailed consideration of the specific terms of the investment which may impact its Fair Value. In this regard,
 the valuer has to consider the substance of the investment, which takes preference over the strict legal form. The
 valuer exercises judgement to select the valuation methodology that is the most appropriate for a particular investment.
 Methodologies are applied consistently from period to period, except where a change would result in better estimates
 of Fair Value. These methodologies will include earnings multiples, discounted cash flows & discounted earnings, price
 of recent investments and Net Asset Values.

 Marketability discounts - Marketability will vary from situation to situation and is a question of judgement. The
 marketability discount will usually vary between 10% and 30%, depending on the contractual or otherwise realizability
 options per investee.

 Fund level pricing and reporting – In order to derive a unit price of the Multi-managed private equity funds
 adjustments are made to cater for interest on net portfolio cash, management fees, provision for taxes and performance
 fees. Given the sensitivity around certain information OMIGSA provides material, high-level fund performance information
 as a supplement to the quarterly valuations.

 While private equity by nature is less transparent than listed equity, the valuations are prudent, consistent and rigorous,
 thereby ensuring that our investors’ returns are realistic.




                                                           Page 10
Glossary of terms

Acquisition - The process of taking over a controlling                      announces a final closing is it no longer open to new
interest in another company. Acquisition also describes                     investors.
any deal where the bidder ends up with 50% or more
                                                                            Debt financing - This is raising money for working
of the company taken over.
                                                                            capital or capital expenditure through some form of loan.
Advisory board - An advisory board is common among                          This could be by arranging a bank loan or by selling
smaller companies. It is less formal than the board of                      bonds, bills or notes (forms of debt) to individuals or
directors. It usually consists of people, chosen by the                     institutional investors. In return for lending the money,
company founders, whose experience, knowledge and                           the individuals or institutions become creditors and
influence can benefit the growth and direction of the                       receive a promise to repay principal plus interest on the
business. The board will meet periodically but does not                     debt.
have any legal responsibilities in regard to the
                                                                            Drawdown - When a venture capital firm has decided
company.
                                                                            where it would like to invest, it will approach its own
Alternative assets - This term describes non-traditional                    investors in order to draw down the money. The money
asset classes. They include private equity, venture capital,                will already have been pledged to the fund but this is
hedge funds and real estate. Alternative assets are                         the actual act of transferring the money so that it reaches
generally more risky than traditional assets, but they                      the investment target.
should, in theory, generate higher returns for
                                                                            Due Diligence - Investing successfully in private equity
investors.
                                                                            at a fund or company level, involves thorough investigation.
Capital commitment - Every investor in a private                            As a long-term investment, it is essential to review and
equity fund commits to investing a specified sum of                         analyse all aspects of the deal before signing. Capabilities
money in the fund partnership over a specified period                       of the management team, performance record, deal
of time. The fund records this as the limited partnership’s                 flow, investment strategy and legal issues, are examples
capital commitment. The sum of capital commitments                          of areas that are fully examined during the due diligence
is equal to the size of the fund. Limited partners and                      process.
the general partner must make a capital commitment
                                                                            Exit - Private equity professionals have their eye on the
to participate in the fund.
                                                                            exit from the moment they first see a business plan. An
Capital distribution - These are the returns that an                        exit is the means by which a fund is able to realise its
investor in a private equity fund receives. It is the income                investment in a company. Exit methods include an initial
and capital realised from investments less expenses and                     public offering, a trade sale, selling to another private
liabilities. Once a limited partner has had their cost of                   equity firm or a company buy-back.
investment returned further distributions are actual
                                                                            Fund of funds - A fund set up to distribute investments
profit. The partnership agreement determines the timing
                                                                            among a selection of private equity fund managers, who
of distributions to the limited partner. It will also determine
                                                                            in turn invest the capital directly. Fund of funds are
how profits are divided among the limited partners and
                                                                            specialist private equity investors and have existing
general partner.
                                                                            relationships with firms. They may be able to provide
Carried interest - The share of profits that the fund                       investors with a route to investing in particular funds
manager is due once it has returned the cost of investment                  that would otherwise be closed to them. Investing in
to investors. Carried interest is normally expressed as                     fund of funds can also help spread the risk of investing
a percentage of the total profits of the fund. The industry                 in private equity because they invest the capital in a
norm is 20 per cent. The fund manager will normally                         variety of funds.
therefore receive 20 per cent of the profits generated
                                                                            Fund raising - The process by which a private equity
by the fund and distribute the remaining 80 per cent of
                                                                            firm solicits financial commitments from limited partners
the profits to investors.
                                                                            for a fund. Firms typically set a target when they begin
Closing - This term can be confusing. If a fund-raising                     raising the fund and ultimately announce that the fund
firm announces it has reached first or second closing,                      has closed at a certain amount. This may mean that no
it doesn’t mean that it is not seeking further investment.                  additional capital will be accepted. But sometimes the
When fund raising, a firm will announce a first closing                     firms will have multiple interim closings each time they
to release or draw down the money raised so far so that                     have hit particular targets (first closings, second closings,
it can start investing. A fund may have many closings,                      etc.) and final closings. The term “cap” is the maximum
but the usual number is around three. Only when a firm                      amount of capital a firm will accept in its fund.




                                                                  Page 11
Glossary of terms

General partner - This can refer to the top-ranking                    In its simplest form, this is a type of loan finance that
partners at a private equity firm as well as the firm                  sits between equity and secured debt. Because the risk
managing the private equity fund.                                      with mezzanine financing is higher than with senior
Holding period - This is the length of time that an                    debt, the interest charged by the provider will be higher
investment is held.                                                    than that charged by traditional lenders, such as banks.
                                                                       However, equity provision – through warrants or options
Initial public offering (IPO) - An IPO is the official
                                                                       – is sometimes incorporated into the deal.
term for ‘going public’. It occurs when a privately held
company lists a proportion of its shares on a stock                    Portfolio - A private equity firm will invest in several
exchange. IPOs are an exit route for private equity                    companies, each of which is known as a portfolio company.
firms.                                                                 The spread of investments into the various target
                                                                       companies is referred to as the portfolio.
Internal rate of return (IRR) - This is the most
appropriate performance benchmark for private equity                   Portfolio company – This is one of the companies
investments. In simple terms, it is a time-weighted                    backed by a private equity firm.
return expressed as a percentage. IRR uses the present                 Private equity - This refers to the holding of stock in
sum of cash drawdowns (money invested), the present                    unlisted companies – companies that are not quoted
value of distributions (money returned from investments)               on a stock exchange. It includes forms of venture capital
and the current value of unrealised investments.                       and MBO financing.
Lead investor - The firm or individual that organises                  Public to private - This is when a quoted (publicly
a round of financing, and usually contributes the largest              owned) company is taken into private ownership – more
amount of capital to the deal.                                         recently by private equity firms. Historically, this has
Leveraged buy-out (LBO) - The acquisition of a                         involved a large company selling one of its divisions. A
company using debt and equity finance. As the word                     new trend has been for whole companies to be bought
leverage implies, more debt than equity is used to                     out and subsequently delisted.
finance the purchase, e.g. 90 per cent debt to ten per                 Recapitalisation - This refers to a change in the way
cent equity.                                                           a company is financed. It is the result of an injection of
Limited partners - Institutions or individuals that                    capital, either through raising debt or equity.
contribute capital to a private equity fund. LPs typically             Secondaries - The term for the market for interests
include pension funds, insurance companies, asset
                                                                       in private equity limited partnerships from the original
management firms and fund of funds investors.
                                                                       investors, who are seeking liquidity of their investment
Management buy-out (MBO) - A private equity firm                       before the limited partnership terminates. An original
will often provide finance to enable current operating                 investor might want to sell its stake in a private equity
management to acquire or to buy at least 50 per cent                   firm for different reasons: they need liquidity, they have
of the business they manage. In return, the private                    changed investment strategy or focus, or need to re-
equity firm usually receives a stake in the business.                  balance their portfolio. The main advantage for investors
This is one of the least risky types of private equity                 looking at secondaries is that they can invest in private
investment because the company is already established                  equity funds over a shorter period than they could with
and the managers running it know the business - and                    primaries.
the market it operates in - extremely well.
                                                                       Syndication - The sharing of deals between two or
Management fee - This is the annual fee paid to the                    more investors, normally with one firm serving as the
general partner. It is typically a percentage of limited               lead investor. Investing together allows venture capitalists
partner commitments to the fund and is meant to cover                  to pool resources and share the risk of an investment.
the basic costs of running and administering a fund.
                                                                       Term sheet - A summary sheet detailing the terms
Management fees tend to run in the 1.5% to 2.5%
                                                                       and conditions of an investment opportunity.
range, and often scale down in the later years of a
partnership to reflect the GP’s reduced workload. The                  Venture capital - The term given to early-stage
management fee is not intended to incentivise the                      investments. There is often confusion surrounding this
investment team - carried interest rewards managers                    term. Many people use the term “venture capital” very
for performance.                                                       loosely and what they actually mean is private equity.

Mezzanine financing - This is the term associated                      Vintage year - The year in which a private equity fund
with the middle layer of financing in leveraged buy-outs.              makes its first investment.




                                                             Page 12
THE OMIGSA PRIVATE EQUITY TEAM
             “We own and manage businesses on behalf of our clients – not shares.”

Being a member of OMIGSA’s private equity team requires a long-term commitment and true passion for private equity: Our
remuneration is closely linked to the performance of the investments we manage, which can have tenures of up to 10 years.
What better way to ensure we retain our experts, while also aligning client and manager interests?

Unlike most traditional fund managers, we become very closely involved with the companies we invest in, sitting on their boards
(and on their remuneration, audit, investment and transformation committees) and participating in wide-reaching strategic
decisions.


Executives: Our boutique executives determine and execute the overall strategic direction of our investments based on their
extensive industry experience, while also driving partnerships with other key private equity players. They are also responsible
for the management of the boutique as an independent business within OMIGSA, and sit on the boards of several investee
companies.


                  Executive Director                                                    Head of Private Equity
                  Qualifications: B.Sc (Hons), B.Com                                    Qualifications: B.Com, Dip Acc (Hons),
                  (Hons), CA (SA), MBA                                                  CA (SA)
                  Years related experience: 20                                          Years related experience: 18
                  Board memberships: OMIGSA,                                            Board memberships: Brait South Africa,
                  Metcash, Mezzanine Partners,                                          Pepkor, Savcio, Mezzanine Partners,
Paul                                                                     Mark
                  Tourvest, Shanduka, Worldwide African                                 Consol, Equity Aviation
Boynton                                                                  Gevers
                  Investment Holdings


Portfolio managers: The responsibilities of our five portfolio managers span the entire breadth of the private equity investment
process. Initially, they source, process and negotiate deals from inception to final investment by our funds. After investing in the
underlying company, the portfolio manager (PM) becomes involved in the management and oversight of the investment through
active representation on the investee companies’ boards of directors. Such close involvement requires a deep understanding
of the companies’ operations and the broader industries in which they operate.

The investment is typically held for between three and eight years, after which the PM will become actively involved in driving
an investment realization (sale) strategy. The PM must ensure they achieve an optimum exit price that provides the funds with
the maximum return for their stakeholders.


                Garth Solomon                                                         Ismail Matthews
                  Qualifications: B.Com, B.Compt (Hons),                                Qualifications: B.Sc (Hons), M.Sc, Cert
                  CA (SA)                                                               Fin Mgmt
                  Years related experience: 12                                          Years related experience: 14
                  Board memberships: Life Healthcare,                                   Board memberships: Kensani
                  Metcash, Tourvest                                                     Consortium, Kunene Finance, Brait
                                                                                        South Africa, Alstom, Equity Aviation


                Jacci Myburgh                                                         Quinton Dicks
                  Qualifications: B.Com, Acc (Hons), CA                                 Qualifications: BA, LLB, Post Grad Dip
                  (SA)                                                                  Tax, LLM (Corp Law), MBA
                  Years related experience: 11                                          Years related experience: 12
                  Board memberships: Idwala, Shanduka                                   Board memberships: Consol, Fuel (Pty)
                                                                                        Ltd, Reclamation Holdings


                Lance Grayson
                  Qualifications: B Econ (Hons) (Cum
                  Laude), CFA
                  Years related experience: 8
                  Board memberships: Air Liquide




                                                               Page 13
    THE OMIGSA PRIVATE EQUITY TEAM
  Analysts: Our three analysts research and analyze investment opportunities, including the structuring of investments, from
  the conception of an investment idea to the final investment, while providing comprehensive support to the PM responsible
  for the investment. The analysts further assist and provide support to the PM throughout the life of the specific investment as
  represented in the graphic above.


                       Farhad Khan                                                                                Chumani Kula
                         Qualifications: B.Com (Hons) (Finance)                                                     Qualifications: B.BusSc (Fin Hons);
                         Years related experience: 4                                                                BCom (Acc Hons); CA (SA)
                         Board memberships: Mezzanine                                                               Years related experience: 3
                         Partners, Tourvest



                       Mohsin Cajee
                        Qualifications: B.Compt, B.Com (Hons),
                        CTA
                        Years related experience: 3




  Investment support specialists: Our investment support specialists perform vital responsibilities for the boutique, including
  the complete finance function, as well as the administration of the entire investment portfolio (comprising well over 60 different
  underlying companies) from management to reporting.


                       Wayne Jacobs                                                                               Collene Goldschmidt
                        Alternative Investments Finance &                                                           Investment Support Specialist
                        Commercial Manager                                                                          Qualifications: B.Compt (Hons)
                        Qualifications: B Com (Hons), CA (SA),                                                      Years related experience: 3
                        CFA
                        Years related experience: 11



                       Kevin French
                         Private Equity Business Development
                         Qualifications: B Com, Dip FMI (Cum
                         Laude), CFA
                         Years related experience: 16




Statutory Information
Old Mutual Investment Group (South Africa) (Pty) Limited is a licensed financial services provider, FSP 604, approved by the Registrar of Financial Services Providers
(www.fsb.co.za) to provide intermediary services and advice in terms of the Financial Advisory and Intermediary Services Act 37 of 2002. Old Mutual Investment Group is a
wholly owned subsidiary of Old Mutual (South Africa) Limited. Reg No 1993/003023/07.
The investment portfolios are market-linked. Products may either be policy based or unitised in collective investment schemes. Investors’ rights and obligations are set out in
the relevant contracts. Market fluctuations and changes in rates of exchange or taxation may have an effect on the value, price or income of investments. Since the performance
of financial markets fluctuates, an investor may not get back the full amount invested. Past performance is not necessarily a guide to future investment performance.
Contractual rights and obligations of investors in these funds are subject to contract. Private Equity investments have short term to long term liquidity risks and there are no
guarantees on the investment capital nor performance. The value of the investment may fluctuate as the value of the underlying investments change. Past performance is not
necessarily a guide to future investment performance.
Old Mutual Investment Group (South Africa) (Pty) Limited is a licensed financial services provider, FSP 604, approved by the Registrar of Financial Services Providers
(www.fsb.co.za) to provide intermediary services and advice in terms of the FAIS Act 37 of 2002. Old Mutual Investment Group is a wholly owned subsidiary of Old Mutual
(South Africa) Limited. Reg No1993/003023/07.
Source of data: OMIGSA




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