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Umelusi Group

UMELUSI GROUP

Who We Are

collaborates with visionary, courageous change makers to bring new thinking & capital to the new economy.
The company was established in 2007 as a boutique financial services firm as Piety Corporation to then transform to a Strategic Corporate & Transaction Advisory Solutions Firm now known as Umelusi Capital.
UMELUSI CAPITAL is a multi-sector, multi-skilled, professional services consultancy. The integration of its management, technical and engineering consulting capabilities enables UMELUSI CAPITAL to provide its customers with a total solution. Our Firm is employee-owned and wholly independent. Our professional staff and associates include transaction advisers, financial analysts, economists, risk managers, management consultants, accountants, market researchers, cost consultants, project managers, environmentalists, planners, safety experts, specialist engineers and more. The sectors that we work in include infrastructure, transportation (rail, highways, and airports), energy, oil and gas, water, utilities, communications, waste, property, urban development, health, education, industry, sports and leisure, and environment. We continue to invest in building specialist industry knowledge within the team and have established extensive relationships with government, regulatory bodies and industry groups, enabling us to facilitate clear communication with public agencies on behalf of our clients.

UMELUSI CAPITAL

In order to generate value from new and exisiting investments, it is essential to exercise good judgement, manage the risks, identify and assess upsides and maximise business efficiency. Examples of the breadth of our recent assignments include advising on:

• Telecommunications Company in Swaziland & RSA

• Development of risk management controls in a transport sector

• Infrastructure Development Enhancement of fund raising procedures in a Swaziland

• Deal contract documentation and financial model to determine asset valuation in support of financing application for a Swaziland based energy company

• Business case development of the Swazi Rail Link Project

Value added
The value we have added to many transactions includes:

• Identification and costing of solutions to address internal and external risks that impact on future operations

• Detailed Capex, Opex, maintenance and lifecycle benchmark inputs to the financial model, used to derive deal pricing

• Advice on the regulated mechanisms underpinning price determinations for regulated utility businesses

• Cost savings as a result of identified efficiencies

• Negotiation support for deal price reduction

• Workshop facilitation to catalyse change

• Development of weighted decision

• Health and safety recommendations for improved operations in highly regulated industries

We focus on Implementation of risk management, monitoring, milestone certification, funding reviews and integration support in line with post closure change programme to support achievement of business plan and required efficiency savings.

It pays to have a professional firm manage your economic development incentives from program identification, financial analyses, making application, then monitoring compliance is important. We can advise your executive team throughout the process and ensure you are maximizing benefits through our comprehensive transactional advisory work.

Expertise at your fingertips
UMELUSI CAPITAL’s core Transaction Advisory Services team consists of highly experienced professionals who will mobilise promptly and deliver against agreed timescales. Our expertise is complemented by other industry experts in UMELUSI CAPITAL who can add real value by delivering informed, pragmatic and timely benefits, helping our clients to increase further the return on their investment or to add competitive edge to transaction pricing. Our research consultants have studied many consumer, and business markets applying a rigorous, objective research approach to test assumptions and to help eliminate risk.

Umelusi Group
OUR TRANSACTION ADVISORY SERVICES

Investment decisions are often about balancing risk and reward. At UMELUSI CAPITAL we believe that risks provide companies with opportunities. Companies that manage their risks will prosper. Our approach explores the investment risks, highlighting areas of potential concern and advising methods to manage the risks. We review the deal’s market, contract suite, cost and cash flow assumptions and regulatory environment to help you assess the commercial and financial impact of upside and downside scenarios and hence develop a deal price. We assess the capability of the operational business, assets and/or relevant technologies to realise the desired future cash flows/returns. Our sector knowledge makes us best placed to advise on best-in-class benchmarking and hence upside opportunity. We take advantage of the industry leading expertise in UMELUSI CAPITAL to help identify potential efficiencies for your




Our Services

• Comprehensive due diligence — strategic, financial and operational

• Contract and valuation processes

• Financial analysis, requirements assessment and projections

• Integration services

• Key value driver and risk factor assessment• Offering memorandums

• Valuations — balance sheet, enterprise and impairment analysis

• Integrated Strategy facilitation, execution, monitoring & evaluation

• Leadership & Management Development



SECTOR SPECIALISATION
Transport:Roads / Airports / Rail / Ports //
Utilities: Water / Gas / Electricity
PPPs:Hospitals / Defence Facilities / Schools / Wastewater / Prisons // Energy &
Renewable:
Wind/Solar //
Resources/Infrastructure:Infrastructure associated with the resources sector

TRANSACTION ADVISORY


For a young Firm, we are now well recognized for our Strategic and Technical capability. In recent years we have supported the closure and delivery of over 13 deals. Our Transaction Advisory Services utilise the best of this market leading capability and also draw on UMELUSI CAPITAL’s strategic, management and operational delivery capabilities. Our depth and breadth of skills, sector, and service capability makes us one of the youngest leading companies in delivering project solutions. Our deep understanding of the risks and opportunities associated with our client’s target investment delivers a competitive edge for your transaction.

Umelusi Group

investments. These experts can also help develop strategies that enable competitive advantage.
Also, our environmental experts will examine environmental performance and risks versus current and upcoming legislation, international and carbon and sustainability issues, which can present key financial and reputational challenges.

THE CHALLENGE
If you are considering:

• Acquiring a business or financing new assets
• Disposing of a business and/or assets
• Seeking integration support for business operations
• Seeking efficiencies from your investment and/or competitive advantage
• Entering into a complex transaction and need due diligence support to win
• and/or rapidly close the deal on the right terms UMELUSI CAPITAL provides you with the expertise and resources needed to support your investment decisions. We can report focussing on key value drivers and supporting major investment decisions within demanding transaction timescales.



Scope of services
We can support you at each stage in the life of your transaction. The following are examples of the services that we offer at each stage:

Stage 1 – Investment target selection
Our industry experts and market researchers combine their strengths to evaluate a portfolio of target organisations which includes identifying the value or growth potential of a market, establishing the competitive position of target organisations and testing the quality of their customer base and potential revenue streams.

Stage 2 – Negotiation and due diligence
To support our customers’ negotiations and due diligence processes we:
• Support their strategic review (including PESTLE analysis, business case review for the proposed investment, investment appraisal, scenario testing and financial modelling)
• Perform market studies (including primary research on target customer base, demand and usage, and competitor analysis)
• Identify potential risks that may impact the target’s cash flow and therefore valuation of the target investment
• Assess the capabilities and competencies of the target company management team and key workers, other stakeholders, sub-contractors and supply chain partners
• Delivery programme and project management review and support
• Perform a commercial and/or operational review of contracts/ agreements that complements the third party review of legal, insurance and tax matters
• Review business plan proposals (including infrastructure design, construction, manufacturing, supply and operations), to identify key risks to the cash-flow and associated assumptions
• Review the forecast capital expenditure, operating and maintenance costs against industry benchmarks
• For regulated businesses, provide opinion on regulatory treatment of capital expenditure, operating and maintenance costs
• Identify potential efficiencies (e.g. better asset management, maintenance life cycle and use of technology) and other improvements, and any capital expenditure required for their implementation
• Review existing vendor due diligence on technical, commercial and financial data, to identify omissions, inconsistencies and/or matters that require further investigation
• Provide support for funding competitions and loan syndication


In addition to helping social ventures raise capital, we also work to create and develop the capital markets tools, such as secondary markets, markets for the regulation of resource use, financial markets for investment in local food systems, and tools for aggregating community capital, needed to shape a truly resilient economic ecosystem. As an entrepreneur, it can be quite overwhelming to evaluate your options for raising capital. You might be surprised to find that there are options for raising capital that you may have never heard of. We can help you make sense of all of the options and find the one that makes sense for you. UMELUSI CAPITAL provides advisory services with respect to equity financing, debt financing and corporate restructuring to emerging and middle market clients. Clients benefit from our diverse, multi-sector and Pan African experience advising clients on their financing strategies, developing professional documentation, and successfully securing capital. We are fast developing proven methodology for raising debt and equity capital. We create compelling investor marketing materials, develop comprehensive investor lists, and work creatively and tirelessly to initiate, negotiate and close financing transactions. In addition, we provide valuable strategic insights throughout the fundraising process. Feasibility Assessments our experts in law, geology, economics, urban development, Forex and finance have a long track record in feasibility and assessment assessments in projects across diverse industries. We understand the importance of using the correct mix of quantitative analysis, economic, geological, and legal, IT and commercial assessments in making future investment and strategy decisions. We utilize multi- disciplinary teams to assess opportunities and provide professional opinion with respect to the assignment at hand Capital is experienced in the investment field and where our management team has substantial knowledge and experience as well as a strong global network. We have cultivated long-standing relationships with major players in global capital markets including commercial

Stage 3 – Monitoring, integration and/or operations support

We implement programmes to realise efficiency gains and business improvements. We provide support at both strategic and operational levels. Services range from visioning, blueprinting a target operating model and undertaking ongoing capital investment appraisal, through to process improvement, managing change and benefits delivery, monitoring of construction projects and independent operational reviews. Our Transaction Advisory Services are tailored to support your unique requirements at all stages of your transaction. Typical deliverables are interim and final reports which include a risk matrix and cost benchmarking for Capex, Opex, maintenance and lifecycle.

LEADING THE TEAM

T. P. Magagula - Executive Chairman

Thabo is armed with a qualification in Marketing and Business Science. In 2004 he founded Easy Corporation, which was the foundation for the now Mgongoloti Holdings a diverse company with its subsidiaries. The birth of the Group was a logical response to the requirements of, and opportunities being presented by, a growing African economy and endless possibilities and opportunities within a transforming African business landscape. Having been in the financial services industry since 2001 and being the Executive Chairman of the Group, Thabo provides strategic direction and services to the group. He is responsible for carrying out the strategic plans and policies as established by the Board of Directors. He oversees activities such as the corporate mission, corporate purpose, the company’s future scenario planning and corporate vision, the creation and implementation of the corporate strategy, and the corporate reputation. Having unique business acumen and being an entrepreneur since early age, he has acquired solid experience which is practical to give strategic direction to any institute or organisation. He has substantial knowledge and expertise in strategic management. He has been involved multi sector businesses that cover consumable goods through to consulting and operations. He has executive project management skills spanning over 10 years and has been involved in strategic planning and execution of various projects in various sectors from public sector, construction, through to infrastructure and technology management.

L. N. Magagula – Head of Strategy
Qualified with a Legal Degree and business post graduate diploma is the powerhouse of strategy and business implementation for the company. She also has exceptional insight into corporate specifics and management of the Strategy and Operations. She has now rolled her sleeves to take on the GIBS MBA with majors in Management and Economics, with particular skills developed in Marketing and Strategy Development; Risk Management; Financial Modelling and Business Strategy. Her last corporate experience she worked as a Group Human Resources Manager at Royal Swaziland Sugar Corporation (RSSC) 2009 to 2014. Lomkhosi now is the Group Chief Executive Officer of Mgongoloti Holdings, and responsible for managing the key projects that are originated and managed by Umelusi Capital in Africa.

UMELUSI CAPITAL is a high value Strategic Advisory Boutique Firm that offers structured innovative and competitive Corporate & Transaction Advisory and Intermediary Financial Services Solutions, using a range of futuristic instruments and approaches. UMELUSI CAPITAL offers a full suite of advisory and capital raising services across a range of industries and sectors, with dedicated teams of professionals in each region focused specifically on each service. Our advisory and capital raising services include corporate finance and advisory, equity & debt capital markets and principal investments. Our advisers are encouraged to think innovatively to address individual client challenges and create opportunities. Leveraging on extensive networks and expertise, Umelusi capital connected global investors and has the ability to commit over $100 million in investor capital.


CAPITAL RAISING

The mainstream models for raising capital leave out vast, untapped numbers of people who want to invest in the businesses and organizations that provide real value in the real world. We are leading a movement that is bringing new capital — by directly engaging more people as investors — to the new economy — an economy that is resilient, just, and sustainable. This movement of “new capitalists” is questioning the old paradigms and bringing new models to the table that expand the capital raising options for social enterprises that are more democratic and values- driven. These models allow all stakeholders to benefit as ventures thrive — not just investors. We don’t believe in a “one size fits all” capital raising solution — instead we bring our experience, legal knowledge, and passion to help our clients determine the best way to achieve their goals.

banks, brokerage firms, fund managers and government departments in various jurisdictions. Building on these relationships and leveraging our well established global network, we are able to assist our clients in different areas including identifying investment opportunities, performing due diligence and accessing Initial Public Offering (“IPO”) issues via our affiliates dealing on securities platform.

Strategies to Raise Capital
We have identified Five Strategies that allow you to raise money from both wealthy and non- wealthy investors in compliance with securities law:
• Direct Public Offerings (DPOs)
• Private offerings
• Special strategies for cooperatives
• Fan-based funding (donations, pre-sales, memberships, etc.)
• Grants and public-private partnerships
Every stage of the financing process including:

• Negotiating Financing Agreements with the Sponsor
• Preparing Due Diligence Materials
• Capitalization Strategy
• Target List Database Development
• Informational Offering Memorandum Creation and Distribution
• Term Sheet Negotiation
• Due Diligence Oversight

Contacts


Mr. Thabo Magagula
Executive Chairman
|Email: Thabom@umelusi.com | Mobile: +268 7902 2498 / 7602 2498

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