C API TA L. Executive Summary. ENTO F&B Private Equity Fund DIFC Close-Ended Exempt Fund Regulated by the DFSA

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1 C API TA L Executive Summary ENTO F&B Private Equity Fund DIFC Close-Ended Exempt Fund Regulated by the DFSA

2 Related Parties Fund Manager C API TAL Fund Administrator External Valuer Auditor

3 Investment Opportunity Investment Strategy Fund Summary Key Strengths GCC & MENA Private Equity Market Outlook of F&B Sector in the GCC Target Companies Fund Structure

4 Investment Opportunity Overview ENTO F&B Private Equity Fund is a private Shari'a compliant closed ended exempt Fund. The currency of the Fund is United States Dollars. The Fund will buy equity stakes in growth capital companies & franchise licenses in the Food & Beverages sector. The Fund is regulated by the DFSA and domiciled in the DIFC, Dubai, U.AE. Objectives The investment objective of the Fund is to deliver consistent annual income to the investors and capital appreciation through employing market neutral strategies across the F&B sector primarily in the GCC region in order to spread investment risk. Fund Targeted Size The Fund is targeting a size of USD 75,000,000. The capital of the Fund will be called opportunistically in tranches. The minimum size of the Fund will be USD 5,000,000. Investment Geographic Distribution The Fund will primarily invest in the GCC region to benefit from the emerging trends in the F&B sector. The Fund can invest in other regions in opportunities matching the Fund s investment criteria. 4

5 Investment Strategy The Fund will invest equity stakes in companies and franchise licenses in the F&B sector. The strategy will be focused to invest in private unlisted companies in the growth stage. Before proceeding with any investment, the Fund Manager will conduct a detailed analysis of the potential company and its management team to assess the key strengths of the company, it s market share and competitors and the future potentials along with other success factors. The investment decision in any opportunity will be based on the results of the due diligence, the operational and financial performance analysis, the business plans feasibility and the Shari'a compliance test. The Fund will have a controlling equity stake in the investee company, to ensure significant influence over the investment. The Fund Manager will be reviewing periodically the operational and financial performance of the investee companies and provide necessary recommendations for enhancements. The Fund Manager will also be monitoring the investee companies risk management. 5

6 The Fund Manager will continually work to improve the performance of the investee companies assets to maximize the market value. The Fund Manager is targeting to achieve the highest possible returns in the exit strategy through selling the Fund s investment portfolio, selling the investee companies to a single investor or group of investors or through IPO. The Fund will adopt a mixed capital structure to finance the acquisitions and leverage will not exceed 50% of its capital. In case of having short term liquidity, the Fund Manager will invest this liquidity in Shari'a compliant deals. The Fund Manager is currently screening potential opportunities in investee companies in the GCC region according to the following criteria: Operates in the F&B sector and compliant with the principles of Shari'a; Sound and scalable business strategy with good management team and clear vision and strong leadership; and Stable and sustainable cash flows and profitable at the EBITDA line. 6

7 Fund Summary Item Description Subscription Fees Establishment Expenses Management Fees Performance Fees Investment Committee Fees Auditors Fees External Valuator Fees Shari a Scholar s Fees Other Fees Leverage Fees Fund Size Minimum Investment Fund Tenure Target ROI 2% of the committed capital USD 43,000 to be reimbursed to the Fund Manager 2% per annum of the net asset value of the Fund 15% after the investors have earned a compounded annual rate of return of 12% on their investments Capped at USD 60,000 annually USD 12,000 annually USD 10,000 per valuation USD 5,000 annually Capped at USD 100,000 in accordance to the Fund needs According the prevailing market rates USD 75,000,000 USD 50,000 7 years with an option to extend for an additional 2 years 15% annually 7

Key Strengths High Potential Growth For F&B Sector Professional Management of the Investee Companies Consistent Dividend Distributions to Unitholders Regulated Fund and Fund Manager with

8 Key Strengths High Potential Growth For F&B Sector Professional Management of the Investee Companies Consistent Dividend Distributions to Unitholders Regulated Fund and Fund Manager with established Corporate Governance Framework Invest in a diversified portfolio or shari a compliant investments with attractive fundamentals Investors are allowed to make contributions in-kind to the Fund; 8

9 ACCESS Capitalize on ENTO s extensive network with access to unique opportunities in the F&B market, capturing the positive economic and demographic trends in the region. CREATIVE STRUCTURING & FINANCING Benefit from ENTO s investment banking capabilities which enable the Fund to structure and secure Shari a compliant financing at better than market rates. The adopted Private Equity efficient structure allows capital to be called only when needed. EXECUTION Benefit from the team s extensive experience in identifying, analyzing, structuring, executing, and exiting Private Equity investments. DIVERSIFICATION Diversify risk by Investing in a wide range of F&B opportunities across various segments and countries, minimizing concentration risk. DUE DILIGENCE Leveraging the team s capabilities to exercise thorough due diligence in investigating and selecting suitable markets and specific investment opportunities adhering to the Fund s investment policies and Guidelines. MONITORING Benefit from ENTO s disciplined approach in monitoring the Fund s performance by constantly measuring actual results and intervening to proactively mitigate potential risks. Target ROI 15% 9

10 GCC & MENA Private Equity Market Funds raised and investments completed 1,800 1,600 1,400 1,547 1, ,224 1,229 1, ,200 1, , Funds raised Investment value Total number of investments Number of investments with known value Source:Thomson Reuters- Zawya and Deloitte USDm No.of Investments Emergence of Private Equity would be a boom for most of SMEs and startup companies, which find it hard to obtain adequate financing from banks; With nearly 80% of the companies in the space falling in the SME category, Private Equity can emerge as an alternative Funding method; Opportunities are emerging, dynamism and growth are recurrent themes which may lay a brighter future for the region as a whole; and The legislative outlook for Private Equity investment appears relatively stable. 10

GDP Growth Rising Awareness Food Consumption Acceleration Growing Population Base Outlook of F&B Sector in the GCC Statistics shows a growing population base, increasing affluence, and rising tourist

11 GDP Growth Rising Awareness Food Consumption Acceleration Growing Population Base Outlook of F&B Sector in the GCC Statistics shows a growing population base, increasing affluence, and rising tourist inflow within the Gulf Cooperation Council (GCC) are some of the major factors fueling the food demand in the region; Supported by encouraging macroeconomic drivers, food consumption in the GCC is expected to grow at a 3.5% CAGR between 2014 and 2019; and The GCC packaged food market is booming due to rising demand for healthy and international foods from a growing base of expatriates as well as young consumers. 11

12 Target Companies ENTO F&B Fund is targeting SMEs in the Growth Stage Investment Value Buyout Funding for MBO/MBI/LBO Expansion Funding Profitable Business for Growth Seed Develop Concept to Prototype Start Up Funding for Product Development Maturity of Company 12

13 Fund Structure Shari'a Scholar Fund Manager Potential Investors (LPs) Independent Valuator External Auditor Corporations Family Offices ENTO PE Fund Investee Companies HNW Investors Three independent members to the Fund Manager with strong knowledge and experience in the F&B sector Investment Committee Shari'a Compliant Financing NEED TO EDIT 13

14 Hayssam El Masri Senior Executive Officer Mr. Hayssam El Masri is the Founder and Senior Executive Officer (SEO) of ENTO Capital Management Limited. Mr. El Masri was the Advisor to the Board of Directors and one of the key members of the Steering Committee of The Investor for Securities Co. (INVESCO), an Investment Banking firm based in Riyadh, Saudi Arabia. Under his helm, INVESCO had successfully launched various Mutual Funds including Real Estate, Equity & Murabaha Funds with combined Asset Under Management of more than US$3.4 billion. Before that he was the Operation Manager at Computer Associates Middle East, one of the biggest software providers in the world with revenues exceeding USD 4 billion. Dr. Omar Abd Al Kafy Shari'a Advisor Dr. Omar Abd Al Kafy is a famous Islamic icon was born in Almenia, Upper Egypt on May 1, He memorized the Holy Quran completely when he was ten years old. Dr. Abd Al Kafy also memorized, by the help of his professors, he memorized Sahih Albukhary and Muslim with full references. Dr. Abd Al Kafy studied Islamic Theology and Arabic Linguistics from honorable scholars and respectable teachers. He started serving the Islamic Dawah in the year Dr. Omar Abd Al Kafy academic achievements include: Bachelor s degree in Arabic and Islamic studies Master s degree of Comparative Fiqh (Islamic jurisprudence) PhD in the Agricultural Science 14

15 Jitendra Garg Director of Operations Jitendra is the Director of Operations at ENTO Capital. He has 10 years of valuable experience in the Financial Services & Investment Banking Sector across India and the GCC. He played a major role in managing financial aspects of various real estate Funds and been actively involved from initial point of developing the idea till the final subscription. He started his career as a Financial Analyst in India at the Cygnus Business Consulting & Research in Equity Research. He has been awarded for superior performance, commitment and efficiency during the tenure. Jitendra holds the Bachelor s Degree in Commerce, from the University of Rajasthan, India. He is a MS (Finance) from the ICFAI University and a member of the Institute of Chartered Financial Analyst of India. Mr. Jitendra is currently enrolled in Chartered Financial Analysts Program of CFA institute, USA and is a candidate for Level 2 examination. Akef Tanbouz Head of Asset Management Akef joined Ento Capital in 2016 after his many years of successes in Saudi Arabia, Jordan & UAE where to this day, he participated in the Fundraising process of over 15 Funds, totaling an approximate Asset Under Management of USD 3 billion. Akef is equipped with in-depth knowledge of the GCC s financial markets and a solid awareness of financial laws & regulations throughout the region. His robust know-how of Islamic & conventional financial products allowed him to successfully structure, open and close several real estate Funds throughout the Arabia Gulf region. Akef holds a BSc Accounting & Finance from Yarmouk University (1995) and is a Certified Mutual Fund Specialist from the Boston Institute of Finance (2014) Mohamed Al Masri Head of Advisory Services Mohamed officially joined in He participated in lead Advisory positions for several Private Equity transactions. With a focus on relationship building and an in-depth understanding and acquaintance of the regional culture, Mohamed has facilitated transactions providing above-average growth opportunities with significant upside potential to prominent HNWI and FOE s in the region. Mohamed studied Political Science & Economics at Concordia University in Montreal,Canada. He is a certified member of the Canadian Securities Institute (Moody s Analytics Training & Certification Services), also registered with the Capital Market Authority (CMA) in Riyadh, Saudi Arabia, and a certified member of the Chartered Institute for Securities & Investments (CISI) in London, UK. 15

Dubai International Financial Centre (DIFC) P.O. Box 507081. Dubai, UAE Tel: + 971 (0)4-269 9560 Fax: + 971 (0)4-325 2840 www.

16 Dubai International Financial Centre (DIFC) P.O. Box Dubai, UAE Tel: (0) Fax: (0) Ento Capital Management Limited is regulated by the Dubai Financial Services Authority (Commercial License CL2088) CAPITAL

SHUAA Capital DFM Roadshow Presentation

SHUAA Capital DFM Roadshow Presentation London, May 2007 Disclaimer This document is produced for informational purposes only. The information contained herein must not be reproduced in whole or in part