In collaboration with

Private Equity & Venture Capital

An Integral part of a Robust Financial Sector

Date: 11th 14th December, 2006 Venue: The Ritz-Carlton, Bahrain Hotel & Spa

Attend this intensive, highly interactive 4-day practitioner led approach course and gain a sound understanding of:

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Private Equity markets: structure and universal principles Private Equity as an asset class features, performance and asset allocation The roles of LPs, GPs, the private equity cycle and the flow of funds Appraising investments selection criteria and lessons from experience Investment structuring and negotiation The importance of the portfolio approach, and the main drivers of fund performance Due diligence principles and practices The essential legal documents and their purpose Aftercare, portfolio valuation and fund reporting Approaches to achieving exits

Program Director: Garry

Sharp

discount
on early bird registration by 01-11-2006

10

( +971 4 332 6942 +971 4 332 6168 training@ts.eu http://www.ts.eu

Private Equity & Venture Capital

Gulf Venture Capital Association
Our Mission is to serve the Venture Capital and Private Equity industry and foster its growth in the Region
GVCA is a not for profit trade and industry association for Venture Capital (VC) and Private Equity (PE) based in Bahrain. GVCA's role is to promote a risk-taking investment culture, develop skills and provide information on VC/PE industry. GVCA organizes conferences, industry-focused technology forums, training and workshops. In addition, GVCA is a learning organization where members can share experiences and address issues of common interest. GVCA covers all aspects of the VC/PE industry such as trends and strategies, legal/fiscal policies and regulations, investment models, management of fund raising and structures, technology evaluation and valuation, contracts and control rights, information/studies, early-stage funding and corporate venture capital, among others. Membership: Members in GVCA include VC/PE companies, corporations, financial institutions and consultants, and technology development organizations, among others. The Gulf Venture Capital Associations First Annual Report titled Private Equity and Venture Capital in MENA Region 2006 will be published by GVCA and KPMG in collaboration with Zawya Private Equity Monitor. The report will be the first of its kind in the region and will include statistics on Private Equity PE and Venture Capital VC fundraising, Venture Capital exits and Private Equity and Venture capital performance. The report is scheduled to be launched in November 2006 at a high profile event in Dubai.
For more information on Gulf Venture Capital Association please contact,

PO Box 11250, Kingdom of Bahrain Tel (+973) 17 5842 59 Ext 336 Fax (+973) 17 5646 06 Website- www.gulfvca.org

Private Equity and Venture Capital in MENA Region

The private equity and venture capital industry has reached sufficient critical mass to appear on the radar screens of most investment banks in the region. Last year saw record activity for the private-equity sector throughout the MENA region. By the end of 2006, the industry is expected to cross the US$ 13 billion threshold. This growth is expected to continue in the medium and long term. The arrival of growth capital as private equity capital sets the stage for economic diversification, employment and job creation and value creation. The industry has the potential to help catalyse economic transformation in the region, creating enormous benefits for a wide range of players and stakeholders, including governments, banks, regulators, investors and family-owned groups. Experience in other region shows that, once established, private equity grows fast to become a significant factor in financing growing companies and enhancing the merger and acquisitions market. The number of private equity firms is now growing significantly which means that there is a growing need for well-trained experts in the field. This programme is specifically designed for those who need to understand, and apply, the tools and techniques specific to this asset class. With over 15 years experience in providing private equity training around the world, the programme director has developed an intensive, highly interactive 4-day programme which will equip delegates with a sound and practical understanding of the principles and practice of private equity and venture capital finance.

Programme Director
Garry Sharp has 21 years experience as a practitioner, consultant and adviser in the private equity and venture capital markets, and has provided training in the industry since 1990. He joined independent venture capital company Baronsmead in 1985, becoming a director and shareholder after helping to arrange Baronsmeads own Management Buy Out in 1989. During the early 1990s the company grew to become one of the UKs largest independent private equity firms and was acquired by fund manager Ivory & Sime in 1996. Shortly thereafter Garry left to co-found Independent Direction, a specialist consultancy to the private equity industry. He sold Independent Direction in 2005 to concentrate on training and writing, although continues to work in an advisory capacity in private equity. Garry has delivered private equity courses in Dubai, London, Belgium, Czech Republic, Russia, Norway, South Africa, Zimbabwe and Tanzania. He has also had 7 books published on the topics of private equity, management buy outs and mergers and acquisitions, and is currently working on two more, to be published in early 2007.

Who Should Attend

n n n n n n Fund Managers Investment Bankers Venture Capitalists Corporate Financiers Entrepreneurs Private Investors n n n n Lawyers Accountants Professional Advisers Corporate management teams contemplating raising private equity

Learning Format
The programme format developed is a proven approach which entails high levels of participation from delegates, in case studies, exercises, simulations and debates. All tools and models used come from actual, modern practice and learning is heavily focused on real life case studies. Formal lecturing is reduced to the essential minimum required. Delegates will be expected to arrive with an understanding of basic financial and accounting concepts and familiarity with spreadsheet models, but the programme is highly flexible in coping with different degrees of experience. A willingness to participate actively is essential.

The programme is designed for both complete newcomers to private equity and for recent entrants to the industry.

( +971 4 332 6942

+971 4 332 6168

training@ts.eu http://www.ts.eu

Programme Schedule
Day One
The Evolution of Venture Capital and Private Equity
n n n n n Venture capital and the birth of institutional investing Growth, geography and focus Successes and failures Buy Outs and their rise to dominance Professionalism and standards

Private Equity & Venture Capital

Day Three
Venture Capital and Early Stage Investments
n Assessing risk n Performance appraisal, milestones and risk reduction n Approaches to deal structuring n Following on Up and Down rounds

Group Exercise: Fund Strategy

Group Exercise: Funding a Start Up

Delegates will work in teams to develop a strategic investment focus for a new private equity fund.

Delegates will develop and negotiate funding proposals for a start up investment

How the Industry Works

Due Diligence

> The venture capital cycle > Why invest in private equity? > Structure of the PE industry > Funds, vehicles and partnerships > The deal process > Generating dealflow > The Management Challenge > Investment Criteria

> Managing the Process > Commercial / market > Financial > Management > Legal > Other > Key documents > The role and limitations of contracts > Major documentation issues > Managing the process

Building a Portfolio

Legal stages

Group Exercise: Investment Proposals

Day Four
Infrastructure Projects
n A new approach the emergence of real estate investing n Structuring real estate investments n Large scale infrastructure investing

Delegates will review a series of investment proposals, from the perspective of a VC executive group deciding: > Whether or not they should be pursued > Major issues to be addressed > Outline planning for progressing them

Managing a Private Equity Firm Private Equity as an Asset Class

> Risks and returns private vs quoted equity Asset Allocation > Risk / return asymmetry and the role of outliers > Portfolio performance and diversification

> Carried interest and its implications > Administration and reporting > Crossing borders culture and management Aftercare styles and processes Dealing with problems The role and use of non-executives Reporting to investors

Day Two
The Principles of Deal Structuring
n n n n The portfolio approach Target returns and using IRR Structuring parameters Tools and techniques

Managing the Portfolio

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Group Exercise: The Problem Investment

Group Exercise: Deal Structuring

Delegates will work in groups to model a proposed development capital investment using an Excel model. Drawing on techniques studied during the previous session, teams will be invited to propose an investment structure. Delegates will reconvene and each proposal will be presented and reviewed.

Delegates will split into teams and play the role of venture capital investors, bankers and management of an underperforming portfolio company. The subsequent group discussion will highlight the different motivations, pressures and challenges facing these different groups and their effects on the resolution of performance problems.

Fund Reporting

The Management Buy Out Model

> The 100% mortgage > Leverage and its application > Volatility and forecasting

> Reporting requirements and standards > Investor Relations issues and structuring > Valuation methodology and application > Types of exit > Positioning for exit > Instigating and managing the process

The Exit

Group Exercise: The Management Buy Out

Delegates will role play as advisers to the management team at a critical late stage in the completion of a simulated buy out transaction

Course Summary and Review

Review of outstanding issues Consolidation of take away tools Guide to further resources

Advanced techniques
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Use of more complex instruments Gearing Mezzanine debt Ratchets

What Delegates say about Garrys Training courses

Entertaining with good discussions, interesting case studies and a helpful review of basic issues. His presentation skills are very good Brilliant presentation; step by step memorable principles and rules, high quality discussion. Overall tremendous learning - invaluable. Eloquent lecturer that knows his subject well The lecturer was excellent - made the topics easy to understand A wealth of experience put to an effective educational use through a pleasant personality

Group Exercise: Management Buy In and Advanced Deal Structuring

Delegates will form negotiating teams, taking on the roles of investors and corporate finance advisers to a management team buying into a company, and negotiate key terms for a more complex transaction.

Case Studies: Middle East Transactions (By Imad Ghandour, Gulf Capital)
A review of recent Middle East transactions, highlighting valuation and structuring approaches adopted in the local market.

( +971 4 332 6942

+971 4 332 6168

training@ts.eu http://www.ts.eu

In collaboration with

Private Equity & Venture Capital

An Integral part of a Robust Financial Sector

Date: 11th 14th December, 2006 Venue: The Ritz-Carlton, Bahrain Hotel & Spa
Programme Fees Standard Fee: USD 3,495.00 Save USD 350.00 with early bird discount on registration before 01-11-06 Discounted Fee: USD 3,145.00 Group discounts are available for participants from one organisation Fees: Includes documentation, instructional materials, lunch, refreshment and a certification of attendance. Programme Timing: 09:00 16:30 Registration and morning coffee will commence at 08:30 on the first day, with the programme starting at 09:00. There will be refreshment breaks at appropriate times and lunch break will befrom 13:30 to 14:30 p.m An invoice will be sent upon receipt of your registration form. We reserve the right to admit only those delegates to the programmes for whom the full payment has been received before the start of the programmes.

We would like to nominate the following person(s):

(1) Name (Mr/Mrs/Ms) Position Department Email (2) Name (Mr/Mrs/Ms) Position Department Email (3) Name (Mr/Mrs/Ms) Position Department Email Company Address Postcode Telephone Fax I understand and accept the booking terms & conditions Country

PAYMENT TERMS AND OPTIONS:

Payment is due immediately upon confirmation of admission to the programme: All payment should be in favour of Total Solutions Europe 1. You can pay by company cheque or bankers draft in Dirhams 2. Telex Transfer Cancellation: If a nominee is unable to attend, a substitute delegate is welcome otherwise a $200 service charge will be payable. Registrations cancelled less than 7 days before the event must be paid in full. Disclaimer: Due to unforeseen circumstances, the programme may change and we reserve the right to alter the date, venue and / or speakers.

Hotel & Accommodation Details

The Ritz-Carlton, Bahrain Hotel & Spa ( +973 17 580 000 +973 17 580 333 BOOK NOW by contacting the hotel directly.

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( +971 4 332 6942

+971 4 332 6168

training@ts.eu Banker Middle East Financial Training, P.O. Box 13700, Dubai, UAE