THE FIRM AND ASSOCIATED PARTIES

2.1. Admiralty International Limited

2.1.1. In General

Admiralty International was established in 1988 by a group of international commercial and investment bankers to provide a range of merchant banking services, including consultancy, to domestic and international clients. Since that time, it has been involved in a number of sophisticated financings and consultancies, taking advantage of the decades of experience of its principals around the world.

Admiralty International and its associates provide comprehensive and sophisticated consultancy services to businesses, SOEs, government authorities and other public and private entities on specific projects, the development of business plans, structuring or re-structuring of companies or groups of companies.

Specific areas of expertise include:

• Privatization advice
• Corporatization advice
• Public enterprise and corporate restructuring
• Corporate finance
• Corporate rationalisations
• Problem loan work-outs and restructurings
• Investment advice
• Financial engineering
• Securitisation of assets
• Computer systems and solutions
• Treasury applications
• Management consulting (including financial, marketing and production)
• Training (especially banking, computers and small businesses)

2.1.2. Divestment and Privatization

Privatization by government or private sector divestment of assets or operating enterprises requires a range of financial and legal skills.

Admiralty International specialists can:

• Value assets and enterprises
• Recommend and implement value enhancing strategies
• Prepare assets and enterprises for divestment
• Liquidate non-viable enterprises
• Consolidate assets among several non-viable enterprises
• Evaluate local capital markets
• Survey potential international investors
• Develop privatization strategies
• Identify impediments and recommend practical solutions
• Negotiate with Trade Unions
• Involve appropriate multilateral and donor nation agencies
• Develop suitable capital structure
• Raise debt and equity
• Structure privatization
• Implement privatization
• Provide “on the job training” for staff

2.1.3. Corporate Finance

Corporate finance specialists work with clients to establish optimum capital structures and assist in raising debt, equity and quasi-equity capital. These services may include:

• Arranging or restructuring of loans
• Raising equity or quasi-equity
• Merger, acquisition, divestment
• Structuring and financing management buy-outs, management buy-ins and leveraged buy-outs
• Structuring and arranging leases and sale-lease back financings

2.1.4. Corporate Restructuring

Restructurings of troubled companies or non-performing divisions or operating units may involve a range of services, including:

• Management advice
• Strategic planning
• Development and implementation of business plans
• Labour and/or product rationalisations
• Downsizing
• Divestment, spin-off or liquidation
• Debt rescheduling, debt/equity conversions
• Equity and capital account restructuring

2.1.5. Bank Restructuring

Admiralty’s specialists have had extensive experience managing international multi-branch commercial banks and investment banking operations around the world. Specific products have been developed to provide banks with a range of assistance, from simple review and audit of existing systems to complete turn-key installation of bank:

• Credit systems
• Treasury systems
• Operations systems
• Trade finance units

2.1.6. Capital Markets

Admiralty International’s specialists have had experience in most of the world’s major capital markets. Services include:

• Reviewing existing capital structure
• Recommending optimum capital structure
• Structuring equity issue or private placement
• Structuring debt issue or private placement
• Arranging credit rating, if necessary
• Arranging CUSIP or other securities registration, if necessary
• Supervising documentation and settlement procedures

For larger, more complex international issues, Admiralty International can provide independent advice to the issuer including advising in selection of bank or syndicate, reviewing recommended structures, terms, conditions and pricing, and supervising documentation and settlement procedures.

2.1.7. Structured Finance and Financial Engineering

Expertise is available in the areas of:

• Off-balance sheet financings
• Securitisations
• Collateralised borrowings
• Special purpose corporations, holding companies and trust arrangements
• Tax effective financings
• Debt/equity swaps

2.1.8. Project Finance

Admiralty International’s principals have extensive experience in project finance around the world in projects as diverse as:

• Transportation (aircraft, airports, air traffic equipment, railroads, trucking, road and bridge building, ships, shipyards, barges and harbours)
• Mining (copper, gold, coal, bauxite, manganese)
• Manufacturing plants and equipment
• Property (hotels, commercial, industrial, residential)
• Primary industries (agriculture, horticulture, aquaculture, forestry, food processing)
• Build-Own-Operate and Build-Own-Transfer Projects

2.1.9. Small Scale Enterprise

Privatization and public enterprise reform in many countries places special reliance on the development of robust small scale enterprises. Services include:

• Management advice
• Strategic advice
• Developing and implementing business plans
• Marketing research
• Developing and implementing marketing plans
• Developing optimum capital structures
• Raising debt and equity
• Developing bank relationships
• Establishing trade policies and procedures
• Developing international trading relations
• Establishing information technology, MIS and EDP functions
• Recruiting, testing and selecting staff
• Training

2.1.10. Information Technology and Management Information Systems

Services provided include:

• Strategic planning
• Systems analysis and requirements analysis
• Systems and database design and development
• Application development and implementation
• Package selection and adaptation
• Project management and system implementation
• Post implementation reviews
• User training and trainer training
• Systems audit
• Risk analysis and contingency planning
• Disaster recovery planning
• Telecommunications needs analysis

2.1.11. Training and Education

A range of standard courses, adjusted to meet prevailing country conditions, are available, including banking, credit and lending, risk analysis, non-performing loans, specialised lending, corporate capital structures, corporate finance, foreign exchange, trade finance, treasury, bank operations, funds management, capital markets, corporate valuation, information technology, and business management skills.

2.1.12. Legal

While Admiralty International is not a law firm, several of its senior Directors are lawyers and hold Juris Doctor degrees. The firm’s Managing Director has practiced law for the US Department of Commerce and the international law firm of Graham and James. He is a member of the US Federal and State of California Bars. This training and experience has given the firm expertise in corporate law, partnership law, joint ventures, contract law, banking law, international law, trade finance law, export and import laws, labour law, and taxation.

Specialist Legal Counsel is available through Admiralty International’s association with international law firms.

2.2. Associated Parties

2.2.1. Sir Roger Douglas

As Minister of Finance in New Zealand, Sir Roger won an international reputation as the strategist and driving force responsible for the reform of the country’s economy between 1984 and 1988. The successful New Zealand reform program implemented by Sir Roger proved a model for future privatisation and parastatal reform throughout the world. In 1985 he received the Euromoney Magazine Award for Finance Minister of the Year. Sir Roger has recently worked on international assignments in South Africa, Russia, Austria, Pakistan, Mexico and Brazil.

2.2.2. Dr Andrzej Brzeski

Dr. Brzeski holds a Masters Degree in Economics from the University of Lodz and has a Ph.D in Economics from the University of California at Berkeley. He is currently adviser to the Centre for Research into Communist Economies located in London England, adviser to the International Center for Research into Economic Transformation located in Moscow and adviser to the Adam Smith Research Centre in Warsaw. From 1963 to 1991 he was Professor of Economics at the University of California at Davis. He has most recently been involved in a number of consulting assignments for governments in Central and Eastern Europe, connected with the post-communist transformation of economies.

2.2.3. Andrew Weeks

Andrew Weeks served as inaugural Central Financial Controller to the New Zealand Treasury. Previously he had worked as Chief Financial Officer for the New Zealand Airways Corporation and Audit Manager for Mobil Oil New Zealand. In his Treasury role he was responsible for the development and implementation of the public sector financial and management reforms, which have been internationally heralded as making New Zealand the only country in the world to have meaningful financial statements and a government operation founded on modern principals of accrual accounting.