Date

27 September 2010

Expert Speakers From:

    The Royal Bank of Scotland

PricewaterhouseCoopers LLP

Deutsche Bank

Lloyds Banking Group

Deloitte

Weil Gotshal & Manges

The Blackstone Group International Ltd

 Freshfields Bruckhaus Deringer LLP

3i

Societe Generale

Herbert Smith LLP

Ernst & Young LLP                            

Conference Overview

Raising debt and equity capital during the past year has not been easy. The terms on which debt capital can be raised are also frequently much less favourable than in the past, and it is widely believed that the lack of fresh capital generally available for new investments has severely restrained the quantity of new listings on stock exchanges.

The consequence of this difficulty, according to European equity capital markets specialists, could well be an improvement in the amount of M & A activity as IPO candidates contemplate a sale (either to a trade buyer or to a private equity house) as an alternative, and this might lead to the need for further capital.

This conference covers many different aspects of raising capital, and features speakers who will be discussing recent capital raising transactions with which they have been involved, from a banking, capital markets or legal perspective.

On the debt side we will be reviewing bond issuance, the use of convertibles, senior and mezzanine debt and the raising of debt in the context of making corporate acquisitions. On the equity side the conference will consider flotations, rights issues, venture capital and private equity-backed deals (including take private transactions). There will also be two sessions on aspects of restructuring.

Overall, this conference will provide a thorough and up-to-date coverage of the different aspects of raining capital in 2010, building on the lessons learned over the past 12 months.

Conference Content

08:30 Coffee & Registration

09:00 Chairman’s Opening Remarks

Nicholas Haag, Head of UK Equity Capital Markets, Royal Bank of Scotland

09:10 IPOs

Kevin Desmond, Senior Director, PricewaterhouseCoopers LLP
Why IPO?
Preparing the way
The IPO process and the importance of due diligence
Financial reporting challenges
A new life begins

09:40 Convertibles, Warrants & Preference Shares

Simon Roue, Head of Equity-linked Origination, Deutsche Bank
Growth in convertible bond financing for UK corporates in 2009/2010 – case study on British Airways
Monetising government assets – the use of equity-linked and warrants as disposal strategies
Equity-linked and contingent capital
Convertible Bonds as a developing asset class in 2009/2010: corporates and financial institutions in the UK
Convertible Bonds as a financing tool for UK Corporates and the growth in 2009 issuance
Equity-linked instruments for Financial Institutions: the Lloyds Banking Group example
Equity-linked instruments for Financial Institutions: UKFI and the banking bail out
Looking forward into 2010/2011. The development of new markets

10:10 Rights Issues / Placings / Open Offers

Robert Pierce, Head of Equity Capital Markets and Advisory, Lloyds Banking Group
Debt and equity markets since 2008 – expected to remain the main sources of capital
The search for re-investment opportunities in equity
Restructuring in 2009, emphasis on growth as a priority for 2010
The role of the UK equity markets in funding growth
M and A opportunities at attractive valuations
Private equity exits (through IPOs) and secondary sell-downs (by governments and private equity)
Competition from emerging market equity issuers

10:40 Morning Coffee

11:00 Bond Issuance

Tim Armstrong, Director, Deloitte
Overview of the corporate bond market: investment grade and high yield
Recent bond issuances
Corporate balance sheets: changing dynamics as a result of the credit crunch
Issues for corporate in issuing bonds

11:30 International Dimension Including Depositary Receipts

Peter King, Partner, Weil Gotshal & Manges
The internationalisation of capital markets
Structures for dealing in securities internationally
Depositary receipts
Clearance and settlement
Passporting

12:00 Debt Restructuring Issues

Simon Davies, Managing Director, The Blackstone Group International Ltd
Current trends in restructurings
Pitfalls of recent restructurings for investors
Impact of current lending trends on restructurings
Risk profile of future deals vs. deals being restructured now?
How can investors find value in distressed investments

12:30 Lunch

14:00 Take Privates

Adrian Maguire, Partner, Freshfields Bruckhaus Deringer LLP
Introduction to takeovers by financial sponsors
Differences between takeovers by financial sponsors and corporates
Competitive nature of take-privates – tie up the deal early
Structuring and diligence – impact of leverage
The management deal – approaching management
Concert party analysis
Reducing the equity cheque by “teaming up”
Getting a bank syndicate together
Where next?

14:30 Private Equity

Stuart Miners, Director, 3i
When private equity is the best solution
How to make it work for you
What to expect and how to prepare
Due diligence - value add or ticking boxes?
Context in the broader economy
The exit and refinancing bottle neck
Changing dynamics and the road ahead

15:00 Afternoon Tea

15:15 Debt Finance in Corporate Acquisitions Including Syndicated Loans

Stuart Fidler, Managing Director, Societe Generale
Evolution of the M&A and corporate acquisition financing markets
Underlying trends in the wider syndicated loan market
Structural developments in acquisition financing through the latest economic cycle
Liquidity and the changing banking landscape
Price premia for acquisition deals
Likely future evolution of the corporate acquisition financing market

15:45 Equity Restructuring Including Demergers & Spin-offs

Will Pearce, Partner, Herbert Smith LLP
Recent trends in the restructuring of listed companies
Rationale for demerging
Demerger structures: direct, indirect and scheme
Separation issues
Listing the demerged entity

16:15 Senior & Mezzanine Debt

Luke Reeve, Executive Director, Ernst & Young LLP
The competition for capital
The challenges for the bank market
Debt Capital Markets Update
To rate or not to rate?
What is the risk free rate?
The case for inflation-linked debt?

16:45 Chairman’s Closing Remarks

          
Please note that this event is a conference and not a training course. Participants will listen to many expert speakers and will have the opportunity to ask questions, but there is no formal training, exercises or tuitional material being delivered. Should this be your objective, Redcliffe organises several training courses in this and related subjects. Please see www.redcliffetraining.co.uk/diary.htm for full details.

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