Maximising Value Creation

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BVCA Prfessinal Develpment Prgramme Maximising Value Creatin 3-4 June 2014 2 day curse, at: Reed Smith LLP The Bradgate Twer 20 Primrse Street Lndn EC2A 2RS CPD Accredited 13 learning hurs

Curse Details Why yu shuld attend This curse will include appraches t strategy and assessing scpe t create value thrugh the fllwing methds: repsitining, change in business mdels, rganic revenue grwth and management change. During the curse, participants will discuss and analyse the strategies f a variety f investments, cvering: Managing value thrugh strategy Managing change & risk Framewrks fr strategic cntext f investee cmpanies Key perfrmance indicatrs Assessing management, rganisatinal culture and management change Strategies and key value creatin factrs in venture capital Target Audience Many industry prfessinals will benefit frm the themes f this curse, including: Prtfli managers Investment prfessinals Bard members f investee cmpanies Cnsultants Management Dress Cde Dress is smart/casual fr the duratin f the curse. Equipment Cpies f the presentatin slides are prvided n the day, alng with pens and nte paper. Yu will nt need a cmputer fr any curse sessins; hwever yu may wish t bring a calculatr.

Prgramme DAY ONE 8.30 Registratin and cffee 9.00 Intrductin/Objectives Heather Lightbdy - Curse Directr 9.20 Appraches t Strategy Assessing scpe t create value thrugh ne r mre f: Rebranding Repsitining Change in business mdel Organic revenue grwth Blt-n acquisitins Management change Case study: Key Perfrmance Indicatrs Case study: Cntrasting value creatin strategies Heather Lightbdy - Curse Directr 10.45 Appraches t Strategy cntinued Philip Dunne, AT Kearney 11.30 Break Cffee 11.50 Unlcking Value in Deals What is value and when is it created Wh creates it and hw Hw t get the best ut f pre deal Due Diligence Fur critical fcus areas fr success in pst deal planning and integratin Alan Dale & Oliver Bridge, Grant Thrntn UK LLP 13.00 Break - Lunch 14.00 Exit Psitining Timing f exit planning and preparatin

Identificatin f key drivers t maximise exit value acrss the value chain Deep-dives int example functinal areas fr identifying value drivers EBITDA and cash pprtunities in standalne and cmbinatin states Prject identificatin and priritisatin: Prgramme Management Office Case study and Exercise: Recent PE exit f a Business Services cmpany Sanjiv Padmanabhan, Delitte 15.15 Break Cffee 15.30 Delivering Operatinal Change Jhn D Arcy, Newtn Eurpe 16.30 Value Creatin fr a Buyut The Chairman s Perspective Patrick Dunne, Chairman f D3O & Leap Cnfrnting Cnflict 17.30 Netwrking Drinks

Prgramme DAY TWO 9.00 Case study Selecting new management t deliver change Three cntrasting examples at three key stages will be discussed: prir t investment; unplanned change during investment; change as part f an exit plan Neil Gble & Carl Huse, Krn Ferry 10.15 Management and Change Assessing quality f management, particularly its ability t: Wrk tgether as an effective management team Implement new strategies Manage change Assess and change rganisatinal culture Heather Lightbdy 11.00 Break Cffee 11.20 Experience Sharing Each participant will bring with them a mini case study f success r failure at generating value. These will be shared in teams with each team presenting their analysis f lessns learned frm the examples Heather Lightbdy 13.00 Break - Lunch 14.00 Wrking with banks and alternative lenders t encurage and allw value creatin Hw banks/lenders culd be used t fund blt-n acquisitins/capex Hw t avid having a bank tie a brrwer in knts with restrictive cvenants Hw t structure financial cvenants t permit investment and ebitda-enhancing activities Hw alternative lenders might be able t prvide a mre cnducive envirnment fr cmpanies t invest and grw Ben Davis, Reed Smith 15.00 Break Cffee

15.20 Case Study f Value Creatin fr a Buyut This case study will bring tgether all the elements f the prgramme. Participants will wrk in teams t prepare a presentatin f their analysis f the key issues and what actin they wuld take. Grups will present their analyses and key learning pints Andy Hampshire, LDC 17.00 Curse Clses

The curse directr Heather Lightbdy Heather wrked with Ess Petrleum fr five years as Financial and Credit Analyst and Internal Auditr and the Wallace Smith Trust Grup fr five years carrying ut M&A advisry wrk. She then wrked fr Yamaichi Internatinal (Eurpe) fr seven years, managing M&A strategic and valuatin analysis, develping a business strategy and pprtunities in Eastern Eurpe, and wrking n equity new issues, where she was appinted Executive Directr in 1994. Heather jined DC Gardner Training in 1998 and was Managing Directr frm 1999 t 2004. In 2004 Heather returned t training, delivering curses n private equity, cmpany valuatin, acquisitins and management. Heather has a BSc in Ecnmics frm Bristl University and an MBA frm Lndn Business Schl.

The speakers Alan Dale, Grant Thrntn Alan leads the Operatinal Deal Services team at Grant Thrntn and exclusively fcuses n supprting clients arund deals in peratins due diligence, 100 day planning, integratins and separatins. He has been a deal specialist fr 11 years and is based in Lndn but perates glbally. Alan als has deep peratinal and industry experience thrugh wrking fr Rlls-Ryce plc fr 12 years where he ran a business unit, led glbal change prgrammes and led a range f functins including; manufacturing, prcurement, sales and IT. Patrick Dunne, D30 Patrick has extensive experience f wrking with bards in Eurpe, Asia and Nrth America. His executive experience includes 26 years in a variety f rles with 3i Grup plc where, until 2012, he was Cmmunicatins Directr, a member f its Operating cmmittee and Chairman f its Operatinal Risk frum. 3i has 7bn f Assets under management. He is a member f the advisry bard f The Entrepreneurs Fund, a 200m venture fund, and Chairman f TEF prtfli cmpany D3O, a smart materials business. Frm 1990 t 1997 he built a resurce f ver 600 experienced directrs wh were appinted t ver 2,000 bards fr 3i in 14 cuntries acrss Eurpe, Asia and Nrth America. The prgramme he established became widely recgnised as a mdel f adding value and a leader in best practice. Phil Dunne, A.T. Kearney Phil has ver 25 years f industry and cnsulting experience. He has been a Partner with A.T. Kearney since 2003. He is the UK s Managing Partner and heads up the EMEA M&A Practice. He and his team prvide a full range f transactin supprt including target identificatin, cmmercial and peratinal due diligence, merger planning and integratin, and pst acquisitin synergy capture fr bth private equity and industrial clients. He has extensive internatinal experience wrking with clients in India, China, and Nrth America as well as in Eurpe. An engineer by training, Phil began his career in 1983 as a graduate engineer designing grund-tair missiles with British Aerspace. He then spent five years wrking in France fr Michelin in design and manufacturing rles. This was fllwed by a brief and unsuccessful career as a prfessinal rugby player, prir t returning t the UK t attend business schl, and jining A.T. Kearney in 1995. Phil has a first degree in Mechanical Engineering frm Birmingham University and an MBA frm

Cranfield Schl f Management. Outside wrk, three yung children tend t mnplise any available spare time. What little is left is generally spent playing r watching sprt, althugh the balance between the tw is shifting alarmingly with age! Neil Gble, Krn/Ferry Neil Gble is a Senir Client Partner in Krn/Ferry Whitehead Mann s Lndn ffice and member f the Firm s Private Equity Practice. Neil has extensive experience, having spent the majrity f his career in search. He specializes in senir appintments fr private equity firms and bard appintments fr private equity wned cmpanies. He has brad experience f wrking with the mid-large PE investment firms, and has cnducted searches acrss Eurpe, the US, the Middle East and Asia. Neil s experience includes cnducting key leadership appintments fr majr private equity funds, Executive and Nn-Executive appintments fr FTSE100 cmpanies, as well as Chairman and CEO rles fr PE-backed businesses and debt cntrlled cmpanies. He als has extensive experience f cnducting executive assessments. Neil has a Master f Arts degree frm University Cllege, Oxfrd. Andy Hampshire, LDC Andy Hampshire jined LDC frm the Whlesale Divisin f Llyds Banking Grup where he spent six years leading numerus change and technlgy prgrammes. Prir t jining Llyds TSB Andy wrked in the music industry fcusing n the technlgy side f the business as well as independently develping mbile applicatins which were sld glbally. He is a member f the Value Enhancement Grup and supprts management teams f prtfli businesses driving initiatives that generate grwth thrugh cash generatin, revenue grwth and cst saving. In particular he lks fr pprtunities t supprt grwth within businesses that can be driven thrugh technlgy. Carl Huse, Krn/Ferry Carl is a Senir Client Partner in Krn/Ferry Whitehead Mann s Lndn ffice, fcusing n the Firm s Private Equity Sectr. Carl has a wealth f experience in delivering due diligence and assessment t clients, bth in the private equity and the crprate cmmunities. She is qualified t administer and feedback n a number f psychmetric tls and is experienced at gathering and delivering 360º feedback as

part f leadership develpment initiatives. Carl s earlier career was spent in the prperty develpment industry befre mving int the recruitment wrld in 1989. Ms. Huse has a Master f Arts degree in histry frm the University f St. Andrews. Sanjiv Padmanabhan, Delitte Sanjiv is a Directr at Delitte in the Crprate Finance team and has ver 14 years f advisry experience, including at Arthur Andersen and Bain. Sanjiv s area f fcus is n perfrmance imprvement and cst reductin review. During the last six years at Delitte, Sanjiv has wrked n ver 40 mergers, carve-uts and identifying peratinal imprvement pprtunities. Over the last few years Sanjiv has been fcusing n helping his PE clients in develping value creatin plans fr their prtfli cmpanies in preparatin fr exit. He recently helped a 3i prtfli cmpany ver a curse f a ne year engagement in identifying and implementing varius peratinal imprvements. This culminated in a successful sale f the cmpany. Sanjiv is riginally frm India and mved t the UK in 2003. He has cmpleted a full-time MBA frm Lndn Business Schl specialising in strategy and Finance and has an undergraduate degree in electrnics engineering.