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STRICTLY PRIVATE & CONFIDENTIAL AUGUST 2009

ICP AFRICA INFRASTRUCTURE LIMITED

Summary
• ICP Africa Infrastructure Limited (“ICP” or the “Company”), a private
entity incorporated in Mauritius, has been established to invest in
infrastructure opportunities in Africa with an initial focus towards
southern and eastern Africa.
• The objective of the Company is to provide an attractive weighted
average equity IRR, with a target in excess of 25%, from investing in a
diversified portfolio of Africa infrastructure assets where the Company has
been able to substantially mitigate risk.
• The Company’s funds and investments will be managed by Infinity Capital
Managers Ltd, an investment management company incorporated in the
BVI.
• The investment strategy involves participation in innovative Infrastructure
projects principally under US$100 million alongside local partners that
have “green and social” credentials, which provide long term solutions
for the benefit of the local communities.
• The Investment Manager has already identified and in some cases secured
a diversified portfolio of four such opportunities that fit its investment
criteria and potentially offer investors attractive risk-reward profiles.
• The Company and Investment Manager combined have an experienced
management team, with a proven track record of successfully delivering
and executing commercial infrastructure opportunities in Africa and have
established an invaluable local network.
• The Company is placing new Ordinary Shares to raise in total up to
US$200 million (before fees and expenses) with the net proceeds intended
to be committed promptly towards investing in the pipeline of identified
projects. A first closing of around US$50 million for projects that have
been identified or secured and require immediate funding (see below) is
currently being discussed with a limited number of investors.
• Investors will also be given co-investment rights at the project level at the
discretion of the Investment Manager. The exit strategy for the projects will
follow a BOT (“Build, Operate and Transfer”) model based on agreements
with the regional Governments.
• The pipeline projects are at different stages of development with the most
advanced being the Kasumbalesa Border project in Zambia (highlights

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below). Our border control projects require equity funding of $30m with an
immediate equity drawdown required of US$6-8 million for Kasumbalesa.
Other projects under discussion and requiring additional equity funding will
be presented to parties who have potential interest in participating.

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Kasumbalesa Border Project (Zambia)


• This project involves the construction, commissioning and operation of a state-of-the-
art dual direction border crossing terminal based on the BOT approach (as agreed with
the Zambian Government) at the Zambia- Democratic Republic of Congo (DRC) border,
the ‘Kasumbalesa’ border.
• Kasumbalesa is the border crossing point for the mineral rich (copper, cobalt, gold,
tantalite, manganese) Katanga province in the DRC into Zambia.
• The absence of adequate facilities and defined clearance procedures has a critical
negative impact on the Zambian government’s ability to collect custom duties and other
relevant levies and to enforce Zambian laws and regulations. Long delays of up to 7 days
frequently occur.
• The development and operating company commissioned to undertake the project on
the ground is African Renaissance Border Crossing Company (ARBCC) – a group that has
established a close and advantageous relationship with the Zambian Government. The
team behind ARBCC, which is incorporated in Mauritius, has strong local presence as a
developer and contractor with a successful track record in building infrastructure
projects in southern Africa, including the construction of railways in Zambia and
Zimbabwe. ICP has signed an MOU with ARBCC under which, inter alia, ICP will be
offered a 30% interest in the project.
• The project will be on a BOT basis and will be developed with a concession period of
20 years, whereby an agreed terminal toll will be levied throughout the concession
period. The main stream of ‘Prepaid Toll Revenue’ (estimated at 75% of the total
revenue) will be paid by the regional road hauliers.
• Infinity Capital Managers Ltd has vetted this project to understand the risk-reward
profile and believes it will be an attractive investment for the Company. The former will
provide on-going control and monitoring of this investment, including regular and
transparent reporting to investors.
• This project is at an advanced stage and construction works are scheduled to begin
at the start of Q4 2009.

Current status of the Kasumbalesa Border

Benefits of the Project


• Within approximately 14 months, the Government of Zambia will have a professional
border crossing terminal with weighbridge facilities.

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• The project carries very strong support from the Zambian government enabling
increased revenue to the Government through the collection of custom duties relating to
the weight of goods and border control fees.
• Ability to monitor people entering into the country improving security.
• Assets to be returned to the government at the end of the concession period, and the
Government to receive 15% share of dividends after 12 years.
• Improved traffic flow throughout the region for the benefits of all regional countries.
• Shortening the crossing time to the standards as set out by the SADC Protocol of
Transport.
• Shorter transit times for the truck haulier companies thus better fleet utilization ratio.
• Access to improved facilities including restaurants, duty free, coffee shops, etc for
the terminal users.
• Approximately 1,400 jobs created.
• A social fund to be created to fund projects such as schools, hospitals and
dispensaries.

Investment Structure
ICP has signed an MOU with Africa Renaissance Border Crossing Company (ARBCC) to set up
a Zambian SPV company which will hold the concession license and own the rights to the
project and land. ARBCC comprises a project management team with combined regional
experience of more than 10 years in managing and executing infrastructure projects in
Southern, West and Central Africa.

ICP’s local partner will be ARBCC and they will be led by:
Mr. Eitan Dvir

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• Eitan is a leading force in African infrastructure with a successful track record in


implementing BOT, PPP and self financed projects in Africa.
• High profile regional banks and pension funds such as Nedbank, Old Mutual and
Sanlam became equity partners in the many projects initiated and led by Eitan.
Mr. Avishar Dvir
• Avishar was the CEO of a construction company in Nigeria for 10 years. He has over
10 years of experience in Zambia with excellent experience in infrastructure projects.
He will be heading up the substantial local team on the ground.
The project management team will commission Deker Engineering, a recognized
construction and surveying company with construction experience in Africa. They have
excellent market knowledge and experience which enhances and complements the project
management team.

Understanding and addressing project risk


• It is intended that 75% of toll fees will be prepaid by international hauliers into
offshore bank accounts in US dollars with the remaining 25% collected at the border.
• Security cameras will be installed to enable counting of trucks and vehicles.
• Confirmation payment slips will be collected by Stanbic Bank, who will source and
control all on site banking activities as they will open a branch at Kasumbalesa on
account of the project.
• The project management team from ARBCC has 15 years of experience in
negotiating durable concession agreements with regional Governments.
• Goods are transported from the DRC through Zambia to Tanzania and Mozambique
for onward shipment to the West and Asia. Therefore, any decision made by the Zambian
Government which impacts the movement of these goods has an impact on the
movement of goods through other countries and needs to be considered carefully.
• Collection of the toll fees is part of the immigration entrance procedures and,
therefore, people crossing the border must pay these fees.
• Political risk insurance will be obtained.
• A study on traffic volume across the border has been conducted from April 2007 to
May 2009 which supports the conservative traffic volume assumptions in the financial
model prepared by the project management team.
• A Concession Agreement between Zambian SPV (70% owned by ARBCC and 30%
owned by ICP Africa Infrastructure Ltd) and the Zambian government will specify from
day one key assumptions driving returns, thereby reducing risk from the on-set. The
Concession Agreement specifically covers:
o Project scope o Operation and maintenance
o Land allocation o Exclusivity
o Tariffs o Consents and permits
o Foreign currency remittance o Community support

Status of the Project


Phase 1 of the project has been achieved as follows:
• MOU signed by Government (completed 2007)
• Initial survey of proposed land (initiated May 2009)
• Architectural drawings completed (completed 2008)
• Shortlist of potential contractors (initiated May 2009)

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• Financial model constructed


Phase 2 of the project involving the signing of the final Concession Agreement completed in
July 2009.
Phase 3 of the project is expected to be completed before the end of the 4 th quarter 2009
and includes:
• The raising of the desired equity injection
• The signing of the loan agreement
• Legal due diligence to be completed (cornerstone investors welcome to work
alongside the investment manager to complete/oversee this process)
• Financial close and disbursement of the funds
• Commencement of the construction of the project

Investment Case
• The African infrastructure market is emerging as an attractive alternative asset class,
which is supported by several strong economic and political drivers.
• The Kasumbalesa border development has the full backing of the Zambian
government, which enables risks to be mitigated from day one.
• The project has the capability to be replicated across other borders in Zambia as well
as in other neighbouring countries, thereby allowing investors to participate in future
projects. The ability to replicate and scale will further create unique exit opportunities for
existing investors as new investors look to participate.
• A strong project management team combined with the integrity and know-how of ICP
will give confidence that the investment is transparent and regularly monitored.
• An attractive IRR in excess of 25% and a payback period of 4 years based on
conservative assumptions.

Funding for the Kasumbalesa Border Project (estimates


only)
Total Funding Requirement US$16-18 million
Equity US$6-8 million
Debt (secured) US$10 million
Debt repayment 4 yrs
Gearing 65%
Expected IRR in excess of +25% (post fees and expenses)
ICP’s equity participation 30%
Payback period 4 yrs

The Board of ICP and Investment Management Team


The Investment Management team and ICP board members comprise experienced and
trusted individuals with the know-how and integrity to maximize transaction potential. Each
member has a track record of successful delivery of infrastructure projects across Africa and
is able to access first class transactions, utilizing a vast network of partners and contacts.
A selection of the projects that team members have recently participated in includes:
• Co-arranging a £100mn financing of an international airport in Senegal
• Lead arranging a US$680mn facility for Bonny Gas LNG Trains off the Nigerian coast

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• Lead arranging a US$3.5bn oil pipeline stretching 1070km from Chad to Cameroon

The Board of ICP Africa Infrastructure Ltd


Ian Greenstreet, CEO
Ian is a fellow of the Institute of Chartered Accountants in England and Wales and a dual
Ghanaian and British national, who was Head of Risk at ABN AMRO Bank (“ABN”) in London.
At ABN, Ian was responsible for the risk of a loan portfolio representing £39bn and a trading
portfolio representing £57bn. He was involved in the approval, structuring and risk
mitigation for corporate finance, project finance and infrastructure, leverage finance and the
Bank’s other wholesale products. Ian has been Head of Risk at MediCapital Bank, a bank
focused on lending into Africa, for the last two and a half years. Ian represented the FMO
(the Dutch state development institution) on the board of the Bank of Africa and has
recently been appointed to the Boards of Alios Finance, a pan African asset finance group,
First City Merchant Bank UK Ltd and Bank PHB UK Ltd.

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Richard Burrett, Independent Director


Richard set up the Project Finance Group for ABN where he gained experience of working on
UK and International project financing. Under Richard, ABN became the 4th largest Project
Finance group in the world. In April 2007, he became Head of Sustainability at Group Level
for ABN.
Andrew Bell, Independent Director
Formerly a Director in the 3i Infrastructure Group, Andrew has considerable experience in all
board matters regarding transport infrastructure, healthcare & the public sector, and the
financial services sectors. Having been with 3i for the past 12 years, he has had involvement
in, Inter Alia, the sale of Great Western trains, Chiltern Line, Exxtor Shipping Services,
Commodore Shipping/Condor Ferries, Altram trams, the Manchester metro system,
investment management of Freightliner, the intermodal operator, and investment
evaluations on PD Ports.
Infinity Capital Managers Ltd – the Investment Manager
In addition to Ian Greenstreet above, senior management includes:
Robert Rees, Infrastructure Expert
Robert joined ABN from Barclays Capital in order to develop their sterling capital market
presence in 2000. He was responsible for much of the initial development of the UK market
at BZW in project finance bonds, raising capital markets instruments to fund a number of
large infrastructure projects. Robert was a founding partner of The Secondary Market
Infrastructure Fund, which commenced at the end of 2003 with assets of around £100mn
under management. Since then it has grown to well over £500mn, and at the end of 2006,
the fund was purchased by Land Securities Trillium for almost £1bn.
Joel Kibazo, Public Relations and Africa Governmental Contact
Joel, from Uganda, is Director of Communications and Public Affairs, and spokesperson of the
Commonwealth Secretariat. Joel has established close relationships to most of the African
leaders and governments and provides excellent access to information and infrastructure
projects. He will be responsible for the public relations aspects of the fund.
David N T Kuwana, Central/Southern Africa Coverage Officer
David has worked in Africa for more than 27 years having been at Standard Chartered bank
for 13 years. He was most recently CEO of BCR Bank, the second largest Bank in Rwanda
having been appointed by Actis Capital UK. David’s portfolio is comprised of local
infrastructure projects and is Regional Head of Human Resources for Standard Chartered
Bank for Africa, Deputy Head of Human Resources of Anglo American Corporation in
Zimbabwe and Head of Human Resources at Zimbabwe Alloys Limited. David has
unparalleled knowledge and network of professionals across Africa and will have significant
contribution to the origination of quality projects for the fund.
Stephen Bukenya, East Africa Coverage Officer
Stephen is from Uganda and grew up in Kenya. He was most recently the Head of Market
Risk at an African focused investment bank in London. Prior to that, Stephen was a Senior
Consultant at IPS Sendero and Sungard, where he implemented in several countries ALM,
Market Risk and Basel II projects including South Africa, Nigeria, Kenya, the United Kingdom
and Eastern Europe. Stephen is well networked in Uganda, Rwanda, Kenya, Tanzania and
South Africa and will act as the East Africa Coverage Officer.

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Next Steps
Should investors be interested in learning more about this opportunity with a view to a
potential investment into the Company, a presentation meeting with management can be
arranged in short order. Further information, including a financial model and key
agreements, can also be made available upon signing of a confidentiality agreement.
Contacts at the company:
Ian Greenstreet on greenstreet@infinitycapital.co.uk +447803592174
Stephen Bukenya on Bukenya@infinitycapital.co.uk +44781031604

Disclaimer: Information contained in this document has not been independently verified by ICM (“Infinity Capital
Managers Ltd ”). Accordingly, Infinity Capital Managers Ltd l, their directors or officers do not assume responsibility
for, or make any representation or warranty (express or implied) with respect to the accuracy or completeness of
the information contained in this document. Furthermore, Infinity Capital Managers Ltd , their directors or officers
expressly disclaim any liability for any statements, express or implied, contained in, or omissions from, the
document. Parts of this document include certain statements and estimates with respect to the investment which
involve significant elements of subjective judgment and analysis that may or may not prove to be correct. There
can be no assurance that these statements will prove to be accurate. Nothing contained herein is, or may be relied
upon as, a promise or representation as to future performance of the investment.

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