Proposal for Provision of

Financial Advisory Services to

Fauji Cement Company Limited

Jahangir Siddiqui Capital Markets Ltd

May 2006
Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Table of Contents
Particulars Page

1 Executive Summary 3
1.1 Introduction to Jahangir Siddiqui Group 3
1.2 Structure of the Jahangir Siddiqui – Financial Services Group 3
1.3 JSCM’s Equity Sales & Distribution Team 4
1.4 JSCM Research 4
1.5 JSCM’s Investment Banking Team 5
1.5.1 Investment Banking Services 5
1.6 Fixed Income Advisory Team 5
2 Equity Listing Credentials of JSCM 6
3 Valuations Exercises carried out during Last Five (5) Years 9
4 Selected Fixed Income Transactions 12
5 Selected Privatisation, Merger & Acquisition Transactions 13
6 Other Advisory Transactions 13
7 JSCM’s Team Qualifications 14
7.1 JSCM’s Team Structure 14
7.2 Curriculum Vitae of JSCM’s Team Members 15
8 Assignment Execution 28
8.1 Scope of Work 28
8.1.1 Financial Restructuring Plan 28
8.1.2 Execution of Financial Restructuring Plan 28
8.2 Methodology for Development of Financial Restructuring Plan 28
8.2.1 Due Diligence 28
8.2.2 Financial Modeling & Projections 29
8.2.3 Sensitivity Analysis 29
9 Fee & Expenses 30
9.1 Advisory & Consulting Fee 30
9.2 Out-of-Pocket Expenses 30
9.3 Payment Modalities 30

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

1 Executive Summary

1.1 Introduction to Jahangir Siddiqui Group

Jahangir Siddiqui Capital Markets Ltd (“JSCM”) has great pleasure in submitting this proposal to act as a
Lead Manager (“LM”) in response to request from the Privatisation Commission (“PC”) for input on how
they may structure and execute the listing and Offer for Sale of a to-be-determined percentage of
Government of Pakistan (“GoP”) owned shares of State Life Insurance Corporation of Pakistan
(“SLIC”) through the domestic stock exchange(s) (the “Assignment”).

Our proposal provides a background on JSCM – its experience and expertise in capital markets. The
proposal sets out how we would approach the Assignment, provides details on the process involved,
valuation of SLIC, timing and how we would achieve maximum demand for SLIC shares.

The following paragraph illustrates the overall structure of the Jahangir Siddiqui’s Financial Services Group.

1.2 Structure of the Jahangir Siddiqui – Financial Services Group

Financial Services Sector

INVESTMENT FIRM: Strategic Investment, Equity Investments and Fixed

Jahangir Siddiqui & Company Income
BROKERAGE HOUSE: Corporate Finance Advisory, Brokerage, Fixed
Jahangir Siddiqui Capital Markets Income Sales and Research
 Jahangir Siddiqui Group (JS) is one of
INVESTMENT theMerchant
BANK: largestBanking
and most diversified
and Commercial financial
services groups
Lending –
Jahangir Siddiqui Investment Bank Converting into a Commercial Bank
in Pakistan. Its history spans over a period of 35 years. JS areas of operation covers corporate
finance advisory, brokerage,
BankIslami Pakistan fixed
ISLAMIC income,BANK
COMMERICIAL money market, asset management, insurance,
Best Equity Brokerage
House of 2005 Islamic asset management, Islamic banking, commercial lending,
ASSET MANAGEMENT COMPANY: Joint Venture factoring,
with IFC microfinance, etc
and Amvescap
ABAMCO
 The Group is considered a pioneer in Pakistani securities market. It was also the first Corporate
JS Finance ISLAMIC ASSET MANAGEMENT COMPANY
Member of the Stock Exchange
 The Bank
Network Microfinance Group
has one of the largest investment
MICROFINANCE BANK banking teams in the industry. Its investment
banking team has advisedEXPORT
equityCREDIT
offerings to a numbers of companies
PROTECTION AND FACTORING COMPANY in financial services, oil
Best Equity & Bond DCD-JS Factors
& gas sector, outsourced call center business, cement, textiles, chemicals, container terminal,
House of 2004
EFU Insuranceentertainment,
Group etc. LIFE, HEALTH AND GENERAL INSURANCE: Joint Venture with Alliance
AG in Health Insurance
 Its domestic securities market presence is further substantiated by its asset management arm,
ABAMCO, which is the largest private sector asset management company with funds under
management exceeding US$ 425 million
 HUBCO was the largest transaction from Emerging Markets by any Independent Power
Producer
 The Transaction was judged as the “Deal of the Year” by Institutional Investor and “Best
Non-Privatisation Equity Issue” by Euroweek

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 Technical Proposal for the Provision of
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To Fauji Cement Company Limited

1.3 JSCM’s Equity Sales & Distribution Team

One of the largest equity
sales teams in the securities
industry in Pakistan
 One of the largest securities brokerage house in Pakistan with market share of
5% of volume traded at the KSE
 Best Equity House of 2005 accredited by CFA Association of Pakistan
 Best Equity and Best Bond House of 2004 accredited by asiamoney

 2 sales locations

 10 equity dealers providing service to leading local and foreign clients

 6 customer service staff and 14 people in operations department. Good

relationship with all major custodian banks,

 Foreign investors coverage including major firms such as Bear Stearns, Morgan
Stanley, IFC, etc.
JS Research Analyst
adjudged as # 1 1.4 JSCM Research
Research Analyst by the
 JSCM Research is the pioneer in economic and equity research in Pakistan

 Currently, we have one of the largest research teams with six analysts and four
for two consecutive years support staff
in 2003 and 2004
 Our research universe covers 49 companies that represents more than 80% of
KSE 100 index

 Since 1991, the department has been the exclusive provider of research and
data on Pakistan to Standard and Poor’s Emerging Markets Database

 JSCM Research also provided research for the Hong Kong-based Pakistan
Investment Fund, the first dedicated off-shore investment fund in Pakistan

 Regular Research products include: Morning Briefing, Market Statistics, Weekly

Review and monthly Valuation Snapshot

 JSCM Research is also available on Bloomberg

 JSCM Research features:

 Morning briefings
 Market statistics
 Weekly market overview
 Valuation snapshot

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

1.5 JSCM’s Investment Banking Team

JSCM’s Investment Banking Team assists public and private sector entities, financial institutions,
multinational corporations and domestic as well as international institutional investors in equity offering
through private placements, underwriting and advisory assignments. These assignments include
raising finances through domestic and international capital markets in either the form of equity or debt,
mergers and acquisition and privatization or other advisory.

1.5.1 Investment Banking Services

JSCM has diversified experience in transactions both domestically and internationally and has been
involved on transactions ranging from privatization to financial advisory. JSMC’s client driven strategy
in conjunction with industry specialists in research and the placement capabilities of the Equities,
Money Markets and Fixed Income teams enables the Investment Banking group to meet each client’s
specific needs.

Advisory Capital Markets

Privatisation Mergers & Term Finance Initial Public Follow –on

Advisory Acquisitions Certificates Offering Offering

Restructuring Joint Ventures Project Bridge Syndicate

Advisory Financing Financing Financing

Syndicate Corporate LT Margin Underwriting Private

Finance Finance Financing Placements

Investment Leveraged Venture Capital Asset International

Advisory Finance Securitisation Fund Raising

1.6 Fixed Income Advisory Team

JSCM has one of the largest Fixed Income Sales teams in the industry that serves 75+ institutions. JSCM’s
investment banking team has served as advisors /arrangers/underwriters on majority of the TFC issues
(Bond issues) in Pakistan to date.

We would like to take this opportunity to again thank PC for inviting us to participate in this
Assignment. This mandate is extremely important to us and we undertake to fully commit people
and resources to ensure the Offer for Sale is very successful.

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

2 Equity Listing Credentials of JSCM

Assignment Description
PICT Telecom
Callmate Telips Eye Television Network
Ltd Ltd
Callmate Telips Telecom Ltd
Pakistan International Eye Television Network Ltd
Arrangement of funds and / or
Container Terminal
offshore listing on Dubai Initial Public Offering
Ordinary Right Issue US$ 2.5 Mn
International Financial
US$2.0Mn(“DIFX”)
- 2005
Exchange
Preferred Equity Right Issue Exclusive Financial Advisor
US$ 25 Mn
US$3.0Mn - 2005
Financial Advisor
Financial Advisor
2005
Ongoing
2005

Brief Description of Work Carried Out

 Due diligence, business valuation and
transaction structuring
 Syndicating the underwriting for contemplated
public offer and/or private placement
 Requisite approvals from and
correspondences with SECP, Karachi Stock
Exchange and the Company’s shareholders
 Public offering and / or private placement
 Offshore Listing on DIFX
 Advised the company in obtaining
regulatory approvals from the SECP, Stock
Exchanges and Company’s shareholders
for the proposed right issue
 Conducted financial and operational due
diligence of the Company
 Arranged underwriting for rights issue
 Preparation of financial model
 Preparation and dissemination of Information
Memorandum and arrangement for presentations
and road shows
 Structuring the transaction and valuation of
shares, using various valuation methodologies
 Soliciting commitments from investors for private
placement and underwriters for Initial Public
Offering (“IPO”)
 Negotiating and finalizing private placement and
underwriting agreements
 Conducting IPO
 Assistance in obtaining relevant approvals and
consents from the Karachi Stock Exchange and
the SECP

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Assignment Description
NetworkAirblue
Microfinance The Resource Group
Bank

airblue Limited
Network Microfinance Bank TRG Pakistan Ltd
Initial Public Offering
Convertible Equity Initial Public Offering /
US$ 1.67 Mn Right Issue
Bridge Finance Facility
Financial Advisor
US$ 10 Mn / US$ 24 Mn
US$ 3.5 Mn
Exclusive Financial Advisor
Lead Advisor & Arranger
2005

2003 / Ongoing
2004

Brief Description of Work Carried Out

 Advised the management on structure of the
Bank and recommended Public Issue amount
 Prepared prospectus and obtained regulatory
approvals from the SECP and Stock Exchanges
for issuance of the prospectus
 Secured underwriting commitments for proposed
Public Issue
 Assisted management in promoting and
marketing the proposed issue
 Appointed bankers to the issue
 Conceptualized and implemented the optimal  Coordination and liaison with the Company
capital structure for the company and financial institutions for arrangement of
 Conducted comprehensive due diligence convertible bridge finance facility
 Assessed the probability of successful acquisition  Made presentations to the syndicate members
of the target off shore businesses by TRG regarding future plans of the Company
 Assisted and advised the Company in obtaining  Negotiated terms and conditions for
waiver of the requirements of the Company conversion of bridge finance facility into equity
Capital Issue Rules , 1996 from the SECP
 Assisted in placement and underwriting of the
issue
 Assisted management in promoting and
marketing the proposed issue
 Conducted IPO

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Technical Proposal for the Provision of
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Assignment Description
Azgard 9 Chenab
ABAMCO

Azgard 9 Ltd Chenab Ltd

ABAMCO Ltd
Initial Public Offering / Composite Fund
Preference Share Issue Preferred
Initial Equity
Public Issue
Offering
US$ 2 Mn / US$ 15 Mn US$ 16 14 Mn
Mn
US$
Exclusive Arranger &
Underwriter Joint
Lead Underwriter
Manager

1996 / 2004 2004

2003

Brief Description of Work Carried Out

 Successfully managed the IPO of the  Arrangement of Pre-IPO Placement  Prepared and marketed Information
Company  Arrangement of underwriters for the IPO Memorandum required for soliciting
 Prepared and marketed Information  Prepared Prospectus for the Issue underwriters’ interest
Memorandum required for soliciting  Assistance in making presentations to the  Approached potential underwriters
underwriters’ interest and prepared due SECP and Lahore Stock Exchange  Negotiated the terms and conditions for
diligence report and arranged  Facilitation in the listing process with the securing underwriting commitments
underwriting consortium SECP and Stock Exchange  Advised Sponsors on complying with the
 Advised Sponsors on complying with the regulations of relevant regulatory
regulations of relevant regulatory authorities
authorities  Coordinating disbursement of funds
 Coordinating disbursement of funds
Assignment Description
Bosicor Pakistan EFU Life Assurance HUBCO

Bosicor Pakistan Ltd EFU Life Assurance Ltd

Initial Public Offering Initial Public Offering /

US$ 5 Mn Right Issue
Domestic Equity Offering
US$1.6 Mn / US$ 0.75 Mn (offered along with
Financial Advisor Financial Advisor international GDR Offering)
US$31 Mn
1995 / 2001 Financial Advisor
2002

1994

Brief Description of Work Carried Out

 Detailed analysis of project feasibility study
including risk and return analysis
 Detailed study of off-take agreements,
construction contracts, supply contracts
and facility usage contracts
 Assisted and advised on required
approvals from Ministry of Petroleum
and Natural Resources, Chief
Inspector of Explosives in Pakistan
and other regulatory approvals
 Identified and advised on fund raising
options
 Advised on optimal capital structure for
the project
 Advised on Initial Public Offering and
subsequent listing of Bosicor Pakistan
Limited
 Provided after market support
 Identified statutory requirements/ restrictions
in Pakistan that govern the Right Share
Offering
 Structured the right issue
 Assisted the Company in preparing the
documentation to be filed to the SECP and
the stock exchange
 Monitored and ensured smooth remittance of
funds.
Worked with a consortium of consultants including
Morgan Grenfell & Co. Ltd, Bear Stearns
International Ltd, Crosby Securities,
Jardine Fleming and Deutsche Bank for
GDR issue of HUBCO. Work carried out
included:
 Advised on structuring of the issue
 Assistance in preparing Offering
Memorandum
 Future projections of the Company based on
tariff negotiated with WAPDA
 Coordinating and assisting HUBCO in
getting requisite approvals from the
Corproate Law Authority and Stock
Exchange
 Managed domestic IPO

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Technical Proposal for the Provision of
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To Fauji Cement Company Limited

Assignment Description
Bestway
Japan Power Cement
Generation Chakwal Cement
Ltd
Japan Power Generation
Bestway Cement Ltd Ltd Chakwal Cement Ltd
Foreign Placement Domestic Offering
Offer23for
US$ MnSale US$ 10 Mn
US$ 3.4 Mn
Exclusive Financial Advisor Financial Advisor
Financial Advisor

1996 1995
2001

Other Equity Listings

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited
3 Valuations Exercises carried out during Last Five (5) Years
Assignment Description
Jahangir Siddiqui Investment Bank
American Express Bank
Acquisition of Pakistan
Operations
Buy-side Financial Advisor
Ongoing
First Women Bank
First Women Bank Ltd
Re-capitalisation of Bank
US$ 33 Mn
Advisor & Arranger
2004 - 05
BankIslami Pakistan
BankIslami Pakistan Ltd
Setup and launch of Islamic
Commercial Bank
US$ 35 Mn
Exclusive Financial Advisor
2004 - 05
Brief Description of Work Carried Out
Acted as buy-side financial advisor to Jahangir Siddiqui Investment Bank Ltd (“JSIBL”) in
connection with the acquisition of Pakistan Operations of the American Express Bank (“AMEX”).
Brief description of the work carried out included:
 Coordination and liaison with advisors / consultants engaged in the transaction to ensure
smooth completion of due diligence exercise
 Compilation of due diligence reports prepare by the consultants engaged in the transaction
 Coordination with the Amex’s management in seeking resolution of issues highlighted by the
advisors / consultants in their due diligence reports
 Analysis of historical and projected financial information of the bank
 Prepared detailed valuation of the bank through a comprehensive financial model
incorporating the current and potential revenue and cost streams of the bank after
incorporating future business strategy of JSIBL for the each business segments of the bank
(e.g corporate banking, retail banking, investment banking, treasury, deposit mobilization
and deployment, etc)
 Presentations to the JSIBL’s management to apprise them about the transaction covering
the due diligence findings, transaction valuation and future business strategy
 Assistance in the acquisition negotiations with the Seller to finalise the Share Purchase
Agreement
 Recommended acquisition price to JSIBL
 Assistance to JSIBL’s management in the bidding process based on the instructions
received from the Seller
 Coordination and liaison in connection with the post –acquisition issues relating to transfer
of ownership
 Recommended swap ratio for merger of Amex and JSIBL into a separate new entity
 Assistance to JSIBL in getting requisite approvals from the SBP for transfer of ownership
JSCM was appointed as Advisor and Arranger by the management of the First Women Bank Ltd
(“FWBL”) to advise them to raise the capital of the Bank keeping in view the minimum capital
requirements of the State Bank of Pakistan (“SBP”). Worked carried out included:
 An assessment of the historical performance of the FWBL in light of its resource constraints,
unique charter, Pakistan’s socio economic indicators, Government’s strategy for poverty
reduction and comparison with the FWBL’s peers, especially in the SME and Micro-Finance
sectors
 Reviewed the future projections prepared by the FWBL’s management
 SWOT analysis of the FWBL
 Prepared a detailed business plan, outlining the FWBL’s current position and future strategy
 Determined the optimal capital structure of the FWBL and recommended optimal private
placement structure to the Board
 Recommended future road map for the FWBL based on SWOT analysis
BankIslami Pakistan Ltd (“BankIslami”) is a joint venture between JS Group, DCD Group (one of
the principals behind Islamic Bank of Britain) and Dubai Bank. It is the first bank to receive the
Islamic Banking license under the Islamic Banking policy of 2003. BankIslami is the first Islamic
Financial Institution in Pakistan with focus on Wealth Management as the core area of business.
As Advisors, JSCM was responsible for:
 Assistance in receiving the Islamic Banking license under the Islamic Banking policy of 2003
issued by the State Bank of Pakistan
 Assistance in preparing Business Plans of the Bank with focus on Wealth Management
 Prepared future projections after incorporating future strategy of the Bank
 Assistance to the management in preparing Private Placement Memorandum and
Information Memorandum of the Bank
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Technical Proposal for the Provision of
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Brief Description of Work Carried Out
Jahangir Siddiqui Investment Bank
Allied Bank Ltd
Acquisition of 75% equity stake
with management rights
US$ 235 Mn
Buy-side Financial Advisor
2004
Emerging Markets Partnerships
Habib Bank Ltd
Acquisition of 51% equity stake
with management rights
US$ 392 Mn
Financial Advisor
2003 - 04
JSCM acted as buy-side financial advisor for JSIBL. Brief description of work performed included:
 Coordination and liaison with advisors / consultants engaged in the transaction to ensure
smooth completion of due diligence exercise
 Compilation of due diligence reports prepared by the consultants engaged in the transaction
 Coordination with the Allied Bank Ltd’s (“ABL”) management and the SBP in seeking
resolution of issues highlighted by the advisors / consultants in their duel diligence reports
 Analysis of the structure of ABL and its competitive position in the market
 Analysis of historical and projected financial information of the bank
 Prepared detailed valuation of ABL through a comprehensive financial model incorporating
the current and potential revenue and cost streams of the bank after incorporating future
business strategy of JSIBL for the each business segments of the Bank (e.g corporate
banking, retail banking, investment banking, treasury, deposit mobilization and deployment,
etc)
 Presentations to JSIBL’s management to apprise them about the transaction covering the
due diligence findings, transaction valuation and future business strategy
 Reviewed initial bid documents and the transaction structure received from the SBP
 Coordination with legal advisors to review bid documents
 Reviewed the final bid documents and transaction structure and discussed / coordinated
with the legal advisors to finalize the transaction structure
 Provided assistance to JSIBL’s management in Pre-bid meetings
 Recommended acquisition price to JSIBL
 Liaison and coordination with transaction lawyers and incorporating their inputs and
assistance in preparation and negotiation of SPA with the SBP
 Assistance in the acquisition negotiations with the SBP to finalise the Share Purchase
Agreement [“SPA”].
 Assistance to JSIBL’s management in the bidding process based on the instructions
received from the SBP
 Assisted Emerging Markets Partnerships (“EMP”) in preparing and filing the State of
Qualification (“SOQ”) with the Privatisation Commission
 Carried out an assessment of the structure of the Bank and its competitive position in
domestic and international regions (where the Bank has presence)
 Prepared preliminary valuation of the Bank through a comprehensive financial model
incorporating the current and potential revenue and cost streams of the bank after
incorporating future business strategy of EMP and JSIBL for the each business segments of
the bank (e.g corporate banking, retail banking, investment banking, treasury, deposit
mobilization and deployment, etc)
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Technical Proposal for the Provision of
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Assignment Description
ABAMCO
Investment Corporation of
Pakistan
Acquisition of ICP Lot “A”
Funds
Buy-side Financial Advisor
2002
Citicorp Investment Bank
Citicorp Investment Bank
Acquisition of operations
US$ 2.4 Mn
Financial Advisor
1999
Pioneer Cement
Financial strategy for debt
restructuring & capacity
expansion
US$ 60 Mn
Financial Advisor
2004
Brief Description of Work Carried Out
Acted as buy-side financial advisor for ABAMCO Ltd (“ABAMCO”) for acquisition of
Investment Corporation of Pakistan (“ICP”) Lot “A” Funds offered by the Government.
As financial advisor, work performed included:
 Accounting and taxation due diligence of the Lot “A” Funds of the ICP
 Coordination with the ICP’s management and the PC in seeking resolution of issues
highlighted during due diligence exercise
 Portfolio analysis of the Lot “A” Funds
 Detailed valuation model for each fund offered for sale under Lot “A” Funds keeping in
view the future strategy of ABAMCO
 Sensitivity analysis on major assumptions incorporated therein for preparation of
valuation model
 Analysis of competition faced by ABAMCO from other prospective bidders
 Recommended bid price to the management of ABAMCO
 Conception and recommendation of bidding and funding strategy to ABAMCO
 Assistance to ABAMCO in negotiating Management Right Agreement with the PC
 Assistance to ABAMCO in post-acquisition matters related to transfer of management
rights and appointment of trustees
Successfully advised acquisition of Citicorp Investment Bank from Citigroup, which was
subsequently renamed as Jahangir Siddiqui Investment Bank Ltd. Work performed
included:
 Accounting and taxation due diligence
 Prepared detailed valuation model of the Bank keeping in view the future strategy of
JSCL for the Investment Bank
 Prepared detailed business plan of the Bank
 Assistance in negotiating SPA with the Citigroup
 Assistance to JSCL in incorporation of investment bank in accordance with relevant
rules and regulations for incorporation of investment bank in Pakistan
JSCM was appointed as Financial Advisor for the financial restructuring of Pioneer Cement
Limited reduce debt burden, increase capitalization and strengthen balance sheet for future
fundraising in lieu of expansion plans.
As financial Advisors JSCM was responsible for:
 Formulating a detailed business revival strategy to restructure Pioneer Cement
Limited
 Conducting Financial, Legal and Operational Due Diligence
 Assessing the feasibility and impact of capacity expansion plans of the company
 Formulating a strategy for balance sheet strengthening
 Suggesting ways of financing the capacity expansion plans
 Preparation of detailed reports relating to industry structure and competitive
analysis
 Preparation of Financial Projections for the next 10 years
 Conducting a comprehensive long-term sensitivity analysis of the impact of
various internal and external variables on the company with the objective of
evaluating PCL’s debt servicing capacity under various scenarios.
 Assisting PCL in raising equity and/or debt from the domestic financial/capital
markets for its capacity expansion
 Arrange private placement of equity on a best efforts basis
 Arranging public offering of additional shares of PCL through SECP
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4. Selected Fixed Income Transactions

Assignment Description
PMCL United Bank Azgard 9 WAPDA

Pakistan Mobile
United Bank Ltd Sukuk Bond Issue
Communications (Pvt)finance
Listed term Ltd
Azgard 9 Ltd
Listed termcertificates
finance
certificates Listed convertible
US$ 133termMn
US$ 34 Mn finance certificates
US$ 67 MnJoint Advisor & Arranger
Joint Lead Managers
US$ 34 Mn
Joint Advisor & Arranger
Lead Advisor & Arranger
2006
2005
Ongoing

2005

Assignment Description
TRG Pakistan PMCL MCB Bank s WAPDA

Pakistan Mobile MCB Bank Ltd

TRG Pakistan Ltd
Privately placed term
finance certificates I & II
US$ 23 Mn
Communications (Pvt) Ltd
Privately placed term finance
certificates
US$ 43 Mn
Joint Advisor & Arranger
8th WAPDA Bond Issue
Listed term finance
certificates
US$ 111 Mn
US$ 26 Mn
Joint Advisor & Arranger Joint Advisor & Arranger

Advisor & Arranger 2002

2002
2003

2004

Assignment Description
Government
Pakistan PTA of Pakistan Sui Southern Gas Co. Nishat Group

Pakistan PTA Ltd Bond Offer Sui Southern Gas Co Ltd

Sovereign
Listed term finance Listed term finance
Listed term finance
US$ 150 Mn certificates certificates
certificatesJoint Arranger US$ 20 Mn
US$ 28 Mn US$ 10 Mn
Joint Advisor & Arranger
Joint Advisor & Arranger
Joint Advisor & Arranger
1994
2002
2001
2001

Other Fixed Income Transactions

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5 Selected Privatisation, Merger & Acquisition Transactions

Assignment Description
Siemens AG ABAMCO
Consortium of JSCL, FF & Savola
Crosby

DALDA
Carrier Telephone IndustriesNational Investment Trust
Ltd
Acquisition of 51% equity stake Acquisition of domestic
with management rights Acquisition of majority
Acquisition stake
of Unilever
investment advisory company
US$ 15 Mn with management rightsSegment
Pakistan’s SOFB
US$ Advisor
Financial 29 Mn
Financial Advisor
Financial Advisor
Financial Advisor
2001
2005
2004
2003

Assignment Description
Gharibwal Cement PTCL
Caltex Oil (Pakistan)

Pakistan Telecommunication
Dandot Cement Company Caltex
Company LtdOil (Pakistan) Ltd
Acquisition of a cement plant Acquisition of LPG business of
Member of international
with 0.5 Mn tons capacity SSGCled- Offer by the
consortium by Bear Sterns
& Co &Government of Pakistan
Coopers & Lybrand
Financial Advisor US$ 6.32 Mn
Sell-side Advisory
Financial Advisor

2000
1992 2000

6 Other Advisory Transactions

Assignment Description
Koninklijke Phillips Electronic PICIC KESC PNSC
N.V.

Shares Buyback Strategic Review of Identifying problem, Financial Restructuring

Treasury business mechanics & Solution for
US$ 5 Mn US$ 100 Mn
right issue
Exclusive Financial Financial Advisor
Advisor Financial Advisor
1994
2001
2001 1992-1993 2001
2001 2001
2001

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7. JSCM’s Team Qualifications

JSCM is committed to providing the highest quality of service for this very important and strategic
Assignment and will dedicate experienced senior resources for effective execution. The Transaction Team
has extensive industry, research, capital market and valuation experience to successfully execute the
Assignment. In order to ensure smooth execution of the Assignment, JSCM proposes to dedicated the
following individuals for this Assignment.

7.1 JSCM’s Team Structure

Muhammad Sajid
Project Director –
Overall coordination
& liaison

Ilyas Ahmed
Quality Assurance
Incharge

Farhan ul Haq Ayesha Qadri Mustafa Jafar Sajid Farooqi

Siddiqui Valuation Business Plan Business Plan
Valuation Preparation Preparation

Support Staff

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7.2 Curriculum Vitae of JSCM’s Team Members

Contact Details CV Highlights
Name of Staff Education
Mohammad Sajid 2003 Chartered Financial Analyst, CFA Institute, USA
1992 Institute of Cost & Management Accountants, Karachi Pakistan
Proposed Position Membership of Professional Societies
Project Director – Overall Co-ordination & Member of the Institute of Cost and Management Accountants of Pakistan (ICMA)
Liaison Founding member and Director of the CFA Association of Pakistan
Member society of the Association for Investment Management and Research, USA (AIMR)
Head of Investment Banking Group Other Training
Jahangir Siddiqui Capital Markets Ltd. Attended a number of workshops and courses on finance and accounting
7th Floor, The Forum
G-20, Khayaban-e-Jami, Employment Record
Clifton, Block 9, From: May 2000 to date
Karachi Employer: Jahangir Siddiqui Capital Markets Limited
Positions held: Senior Executive Vice President
Phone Senior Vice President
+ 92 21 5361749
From: January 1998-April 2000
Fax Employer: Bank Al-Falah Limited
+ 92 21 5361734 Positions held: Unit Head Structured Finance

Email: From: March 1993-December 1997

sajid@js.com Employer: Jahangir Siddiqui & Co. Limited
Positions held: Vice President
From: December 1991 – February 1993
Employer: Khalid Majid Husain Rahman & Co, Chartered Accountants
Positions held: Consultant
Work Undertaken that Best Illustrates Capability to Handle the Tasks assigned
Name of assignment or project: Off shore listing of Callmate Telips Telecom Ltd
Year: Ongoing
Location: Karachi, Pakistan
Client: Callmate Telips Telecom Ltd
Main project features:
Arrangement of funds and / or offshore listing on Dubai International Financial Exchange (“DIFX”)
Positions held: Team Leader
Activities performed:
 Due diligence, business valuation and transaction structuring
 Syndicating the underwriting for contemplated public offer and/or private placement
 Requisite approvals from and correspondences with SECP, Karachi Stock Exchange and the Company’s shareholders
 Public offering and / or private placement
 Offshore Listing on DIFX
Name of assignment or project: Acquisition of Pakistan Operations of the American Express Bank
Year:2005
Location: Karachi, Pakistan
Client: Jahangir Siddiqui Investment Bank Ltd
Main project features:
Acted as buy-side financial advisor to JSIBL in connection with the acquisition of Pakistan Operations of the AMEX
Positions held: Team Leader
Activities performed:
Brief description of the work carried out included:
 Coordination and liaison with advisors / consultants engaged in the transaction to ensure smooth completion of due diligence
exercise
 Compilation of due diligence reports prepare by the consultants engaged in the transaction
 Coordination with the Amex’s management in seeking resolution of issues highlighted by the advisors / consultants in their due
diligence reports
 Analysis of historical and projected financial information of the bank
 Prepared detailed valuation of the bank through a comprehensive financial model incorporating the current and potential
revenue and cost streams of the bank after incorporating future business strategy of JSIBL for the each business segments of
the bank (e.g corporate banking, retail banking, investment banking, treasury, deposit mobilization and deployment, etc)
 Presentations to the JSIBL’s management to apprise them about the transaction covering the due diligence findings, transaction
valuation and future business strategy
 Assistance in the acquisition negotiations with the Seller to finalise the Share Purchase Agreement

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

 Recommended acquisition price to JSIBL

 Assistance to JSIBL’s management in the bidding process based on the instructions received from the Seller
 Coordination and liaison in connection with the post –acquisition issues relating to transfer of ownership
 Recommended swap ratio for merger of Amex and JSIBL into a separate new entity
 Assistance to JSIBL in getting requisite approvals from the SBP for transfer of ownership

Name of assignment or project: Acquisition of 51% equity stake of Carrier Telephone Industries (“CTI”) worth USD
15 Mn
Year: 2005
Location: Pakistan
Client: Siemens AG
Main project features:
This was a unique privatization transaction which was later modified as a negotiated sale in which the target
company’s assets were separated from the entity value.
Positions held: Team Leader
Activities performed:
 Analysis of the structure of the Businesses and their competitive position in the market
 Advice in developing a general strategy for completing the Project, including advice on the appropriate structure
for the acquisition process
 Advice with regard to an optimal approach leading to a short-term solution and adding value by enjoying a good
relationship to the local institutions involved
 Perform financial due diligence and coordinate other resources for commercial, legal, accounting and possibly
tax due diligence
 Perform analysis, evaluation and modelling / projections
 Transaction Structure / Acquisition Strategy
 Assist in negotiations and transfer

Name of assignment or project: Project Financing for refurbishment and relocation of a 30,000 bpd refinery from
USA to Pakistan
Year:1999-2002
Location: Karachi, Pakistan
Client: Bosicor Pakistan Limited
Main project features: Bosicor Pakistan Limited was established to undertake acquiring, refitting, setting up and
operating a 30,000 bpd (approx. 4,014 tons per day) refinery at District Hub, Lasbella, Balochistan. JSCM advised
Bosicor on structuring and implementation of project with reference to capital structure options and relevant regulatory
Positions held: Team Leader
Activities performed:
 Detailed analysis of project feasibility study including risk and return analysis
 Detailed study of off-take agreements, construction contracts, supply contracts and facility usage contracts
 Assisted and advised on required approvals from Ministry of Petroleum and Natural Resources, Chief
Inspector of Explosives in Pakistan and other regulatory approvals
 Identified and advised on fund raising options
 Advised on optimal capital structure for the project
 Managed fund raising modules
 Advised on Initial Public Offering and subsequent listing of Bosicor
 Provided after- market support to Bosicor

Name of assignment or project: Fleet Acquisition, Replacement and Renovation Plan for Pakistan National
Shipping
Corporation Limited
Year:1994
Location: Karachi, Pakistan
Client: Pakistan National Shipping Corporation Limited
Main project features:
The PNSC fleet required refurbishment. The ships were out-dated and did not suit modern trade. PNSC did not take
the lead in acquiring vessels for either the dry cargo trades or container / feeder trades, upgrading their old tanker fleet
or exploring joint ventures with the private sector.
Government of Pakistan allocated US$100 million for acquisition of fleet by PNSC and appointed advisors for
preparing a detailed feasibility and financing plan. The assignment broadly covered financial restructuring and
technical advisory for PNSC including but not limited to acquisition of ships and carriers, replacement analysis of
assets and renovation of facilities.
Positions held: Transaction Manager

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Activities performed:
 Prepared a detailed Feasibility study for ship, vessel and tanker acquisition, keeping in consideration all legal and
strategic aspects, financial conditions
 Arranged for sovereign guarantee from Ministry of Finance, Government of Pakistan
 Analyzed the structure of the Business and its competitive position in the market
 Carried out separate due diligence exercise of PNSC by analyzing the business, corporate structure, financial
statements, tax position, identification of revenue and cost drivers
 Analyzed historical and projected financial and technical information of the business
 Prepared detailed valuation based on the feasibility study through a comprehensive financial model incorporating
the current and potential revenue and cost streams after discussions with the management
 Recommended acquisition price and replacement value of assets
 Advised PNSC on an optimal financial structure along with the peculiarities of acquisition financing and
capitalization, keeping in view the controlling-interest criteria and exit strategy
 Liaison and coordination with the Ministry of Finance, Planning and Development Division and incorporating their
inputs and assistance in preparation of feasibility study and reports covering option analysis and
recommendations
 Presentations to the Board of the Directors of PNSC covering material aspects of the transaction such as the
acquisition strategy, due diligence findings, suggested option analysis and other aspects of the restructuring

Name of assignment or project: Domestic advisor to Hub Power Company Ltd (“HUBCO”)
Year:1994
Location: Karachi, Pakistan
Client: Hub Power Company Ltd
Main project features:
Hubco was Pakistan’s first significant power project in the private sector set-up on a Build Own and Operate [“BOO”]
basis. It was the first private power projects to be supported by the World Bank and was promoted by a number of
international companies, principally National Power of the UK, Xenel of Saudi Arabia, Mitsui, IHI and K&M
Engineering. Hubco was set up to undertake design, construction, finance, ownership and operation of oil-fired power
station. JS was advisor to Hubco and coordinated the international and domestic offer with Morgan Grenfell & Co.
Industry Viability and Analysis of Investor Appetite
Prepared a detailed overview of the electric power industry in Pakistan. Based on the industry overview the viability of
the Project was assessed in the light of the demand-supply scenario, the regulatory framework, political and economic
scenario.An analysis of the funding sources was also undertaken to judge suitability of market timing for the offering
and debt and underwriting arrangements.

Capital Structure
Development of the capital structure for the Project entity. The funding was very elaborate and involved multiple
sources including, subordinated and senior debt (World Bank guaranteed loan, Export credit agency-insured loan,
Senior rupee facility, GDR issue, rights issue, etc.,). It was one of its kind transaction where prior to the international
and domestic offers, there has been no public market for shares and so expanded co-financing operations and inert-
creditor arrangements were key features of the financing. The GDR issue was listed on Luxembourg Stock Exchange.

Also advised a detailed Tariff structure to the Company based on four elements of “Capacity Purchase Price” “Energy
Purchase Price”, “Supplemental Charge” and Supplemental Tariff”. Advised on negotiations of the Power Purchase
Agreement which contained indexation provisions designed, inter alia, to adjust the Tariff for movements in interest
rates and to limit the impact of exchange rate changes and inflation in the relevant currencies. The Tariff was
structured so as to provide WAPDA with the flexibility of schedule despatch of the Plant in line with the requirements of
the WAPDA Grid, while giving Hubco the ability to generate revenue.

Financial Modeling and Fund Raising

Developed a comprehensive financial model based on the terms of the Project Agreements and on principal additional
assumptions. The model projected profits, balance sheets, cash flows and dividends of Hubco. The financial model
with Tariff as an important input was developed to reflect Project economics over the development and construction
period, to the end of the Project. A set of sensitivities was also prepared to illustrate the effects of certain events on the
Project. The Internal Rate of Returns was also generated for the Project as well as for the various parties involved.

Played a key role in fund raising for the project and obtaining regulatory approvals.

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 Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Contact Details CV Highlights

Name of Staff Education
Ilyas Ahmed Membership of Professional Associations
Institute of Cost & Management Accountants of Pakistan
Proposed Position
Employment Record
Quality Assurance Incharge
From: November 2003 to date
Employer: Jahangir Siddiqui Capital Markets Limited
Senior Vice President
Positions held: Senior Vice President & Head of Compliance-Investment Banking Group
Investment Banking Group
Vice President-Investment Banking Group
Jahangir Siddiqui Capital Markets Ltd.
7th Floor, The Forum From: November 1996-October 2003
G-20, Khayaban-e-Jami, Employer: Karachi Stock Exchange
Clifton, Block 9, Positions held: Deputy Manager
Karachi
From: February 1994 – October 1996
Phone Employer: Jahangir Siddiqui & Co Ltd
+ 92 21 5361748 Positions held:
From: March 1992 – January 1994
Fax Employer: Khalid Majid Husain Rahman
+ 92 21 5361734 Positions held: Consultant
Email: Jahangir Siddiqui Capital Markets
ilyas.ahmed@js.com  Transaction management and compliance
 Compliance of investment banking deals and various advisory assignments
 Overall review of the transactions including documentation review, legal and regulatory compliance, moderation
of Information Memorandum, etc.
 Checking justification of financial, accounting, economic and other input
Karachi Stock Exchange, Company Affairs Department
Was involved in preparation/amendment of several capital market-related laws including, Take Over law, Short Sales
regulations, Insider Trading guidelines, Listing Regulations, etc.

Was involved in valuation of companies applying for delisting besides reviewing listing applications. Ensured
compliance of listing regulations and other requirements of stock exchange. Monitored fulfillment of various corporate
laws by listed companies.
Jahangir Siddiqui & Co Ltd
Name of Assignment or Project: Justification of premium, domestic equity offering of PKR 576 million and foreign
placement of USD 55 Mn
Client: Ibrahim Fibre Ltd.
Name of Assignment or Project: Prepared due diligence report of underwriters. Underwriting syndication and Initial
Public offering of PKR 50 million
Client: EFU Life Assurance Ltd.
Name of Assignment or Project: Underwriting syndication and Initial Public offering of PKR 121million
Client: Azgard 9 Ltd.
Name of Assignment or Project: Domestic equity offering of US$ 31 Mn
Client: Hub Power Company Limited
Name of Assignment or Project: Domestic equity offering of PKR 535 million and foreign placement of US$ 79 Mn
Client: Dhan Fibre
Name of Assignment or Project: prepared due diligence report of underwriters. Initial Public Offering of PKR 100
million
Client: Commercial Union Life Assurance
Name of Assignment or Project: Domestic equity offering and foreign placement of USD 23 million
Client: Japan Power Generation Ltd

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 Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Contact Details CV Highlights

21
 Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Name of Staff Education

Muhammad Sajid Farooqi 2001 Chartered Accountancy - Institute of Chartered Accountant of Pakistan
2001 Chartered Financial Analyst – CFA Institute USA
Proposed Position
Membership of Professional Associations
Team Leader - Due diligence
Institute of Chartered Accountant of Pakistan
CFA Institute, USA
Vice President
Investment Banking Group Employment Record
Jahangir Siddiqui Capital Markets Ltd. From: October 2003 to date
7th Floor, The Forum Employer: Jahangir Siddiqui Capital Markets Limited
G-20, Khayaban-e-Jami, Positions held: Vice President-Investment Banking Group
Clifton, Block 9, Assistant Vice President-Investment Banking Group
Karachi From: October 2002-Sepetmber 2003
Employer: Pakistan Telecommunication Authority
Phone Positions held: Consultant Deregulation
+ 92 21 5361748
From: August 2000 – September 2002
Fax Employer: International Asset Management Company – an affiliate of Morgan Stanley
+ 92 21 5361734 Positions held: Analyst
Email: From: February 1996 – July 2000
sajid.farooqi@js.com Employer: A.F.Ferguson & Company
Positions held: Senior - Assurance and Business Advisory Division
Work Undertaken that Best Illustrates Capability to Handle the Tasks assigned
Name of assignment or project: Arrangement of funds and / or offshore listing on Dubai International Financial
Exchange (“DIFX”)
Year: 2006 - Ongoing
Location: Karachi, Pakistan
Client: Callmat Telips Telecom Ltd
Main project features:
Callmate Telips Telecom Ltd is a leading telecom company engaged in providing long distance domestic and
international calling card services across Pakistan. In order to finance future expansion plans, the company intends to
raise further equity in the form of public offering / or private placement / or off shore listing in DIFX.
Activities Performed:
Due diligence, business valuation and transaction structuring
 Syndicating the underwriting for contemplated public offer and/or private placement
 Requisite approvals from and correspondences with SECP, Karachi Stock Exchange and the Company’s
shareholders
 Public offering and / or private placement
 Offshore Listing on DIFX
Position held: Team Leader

Name of assignment or project: Debt Restructuring (US$60 million) and Capacity Expansion
Year: 2003-04
Location: Karachi, Pakistan
Client: Pioneer Cement Limited
Main project features:
Restructuring of debt amounting to USD 60 million and capacity expansion by 4,000 tons per day
Negotiation with Asian Development Bank (Philippines), National Bank of Pakistan and other lenders on restructuring
terms and conditions
Inter-linked the debt restructuring and capacity expansion so as to protect that interest of all stakeholders
Positions held: Team Leader
Activities performed:
 Prepared a strategy report covering a brief on the cement sector, future demand and supply equation, emerging
 competitive scenario, peer group analysis and rationale for debt restructuring and capacity expansion by the
client
 Constructed a robust financial model based on multiple scenarios
 Lead the negotiations with lenders on terms and conditions of debt restructuring

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Name of assignment or project: DV Com Limited-US$ 100 million

Year: 2004-05
Location: Karachi, Pakistan
Client: DV Com Limited and its sponsors
Main project features:
Advised client and its Sponsors on bidding for frequency spectrums to provide Wireless Local Loop services in all 14
telecommunication regions
Part of the vendor selection process amounting to USD 40 million
Positions held: Team Leader
Activities performed:
 Participated in developing the bidding strategy for 14 telecommunication regions
 frequency in all the 14 telecommunication regions
 Assisted in developing business strategy for Long Distance and International telecommunication services
 Negotiated with vendors for finalizing the contract amounting to USD 40 million
 Monitoring the operational and financial performance of the Company for its Sponsors

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 Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Contact Details CV Highlights

Name of Staff Education
Farhan-ul-Haq Siddiqi 2000-03 Chartered Accountant - Institute of Chartered Accountant of England & Wales United Kingdom
1996-98 MBA (Major – Finance) - Institute of Business Administration Karachi, Pakistan
Proposed Position 1993-95 Bachelor of Commerce - Govt. College of Commerce & Economics Karachi, Pakistan
Team Leader - Valuation
Membership in Professional Societies
Vice President Institute of Chartered Accountant of England and Wales
Investment Banking Group
Other Training
Jahangir Siddiqui Capital Markets Ltd.
Advanced Financial Modeling (2001), Business Valuation (2000), Accounting and Auditing Module II (2001) and Module III
7th Floor, The Forum
(2003), conducted by Ernst and Young
G-20, Khayaban-e-Jami,
Islamic Banking Course (2002), conducted by Ernst and Young
Clifton, Block 9,
Financial Restructuring (2003), conducted by Ernst and Young
Karachi
Employment Record
Phone From: January 2004 to date
+ 92 21 5839977 Employer: Jahangir Siddiqui Capital Markets Ltd
Positions held: Vice President
Fax Assistant Vice President-Investment Banking Group
+ 92 21 5361734 Senior Manager
From: October 2003 to December 2003
Email: Employer: Gulf Banking Consultants (GBC), Bahrain
farhan.siddiqi@js.com Positions held: Consultant

From: November 1999 to September 2003

Employer: Ernst & Young, Bahrain
Positions held: Consultant
From: September 1998 to October 1999
Employer: Ford Rhodes Sidat Hyder, Pakistan (Member Firm of E&Y)
Positions held: Assistant Manager
Work Undertaken that Best Illustrates Capability to Handle the Tasks assigned

Name of assignment or project: Recapitalisation of First Women Bank Ltd

Year: 2004 - 05
Location: Karachi, Pakistan
Main Project features:
Advised FWBL to raise the capital of the Bank keeping in view the minimum capital requirements of the State Bank of
Pakistan (“SBP”).
Position held: Team Leader
Activities performed:
 Carried out an assessment of the historical performance of the FWBL in light of its resource constraints, unique
charter, Pakistan’s socio economic indicators, Government’s strategy for poverty reduction and comparison with
the FWBL’s peers, especially in the SME and Micro-Finance sectors
 Reviewed the future projections prepared by the FWBL’s management
 Carried out SWOT analysis of the FWBL
 Prepared a detailed business plan, outlining the FWBL’s current position and future strategy
 Determined the optimal capital structure of the FWBL and recommended optimal private placement structure to
the Board
 Recommended future road map for the FWBL based on its strengths and weaknesses and potential
opportunities and threats prevalent in the financial sector

Name of assignment or project: Islamic Banking Window

Year: 2002-03
Location: Bahrain & Kuwait
Client: National Bank of Kuwait (NBK)
Main project features: The project was to assist NBK in establishing an Islamic Bank Window starting from project
feasibility to setting up the department.
Positions held: Lead Consultant

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Name of assignment or project: Buy-side advisory for acquisition of Allied Bank of Pakistan
Year: 2004
Location: Karachi, Pakistan
Client: Jahangir Siddiqui Investment Bank Ltd
Main project features: Advised JSIBL’s management in acquiring Allied Bank of Pakistan, one of the leading
commercial banks operating in Pakistan
Positions held: Team Leader
Activities performed:
 Coordination and liaison with advisors / consultants engaged in the transaction to ensure smooth completion of
due diligence exercise
 Compilation of due diligence reports prepared by the consultants engaged in the transaction
 Coordination with the Allied Bank Ltd’s (“ABL”) management and the SBP in seeking resolution of issues
highlighted by the advisors / consultants in their duel diligence reports
 Analysis of the structure of ABL and its competitive position in the market
 Analysis of historical and projected financial information of the bank
 Prepared detailed valuation of ABL through a comprehensive financial model incorporating the current and
potential revenue and cost streams of the bank after incorporating future business strategy of JSIBL for the
each business segments of the Bank (e.g corporate banking, retail banking, investment banking, treasury,
deposit mobilization and deployment, etc)
 Presentations to the JSIBL’s management to apprise them about the transaction covering the due diligence
findings, transaction valuation and future business strategy
 Reviewed initial bid documents and the transaction structure received from the SBP and coordinated with legal
advisors to give there comments on the bid documents
 Reviewed the final bid documents and transaction structure and discussed / co-coordinated with the legal
advisors to finalize the transaction structure
 Provided assistance to JSIBL’s management in Pre-bid meetings
 Recommended acquisition price to JSIBL
 Liaison and coordination with transaction lawyers and incorporating their inputs and assistance in preparation
and negotiation of SPA with the SBP
 Assistance in the acquisition negotiations with the SBP to finalise the Share Purchase Agreement [“SPA”].
 Assistance to JSIBL’s management in the bidding process based on the instructions received from the SBP

Name of assignment or project: Islamic Banking Window

Year: 2002-03
Location: Bahrain & Kuwait
Client: National Bank of Kuwait (NBK)
Main project features: The project was to assist NBK in establishing an Islamic Bank Window starting from project
feasibility to setting up the department.
Positions held: Lead Consultant
Activities performed: Prepared project feasibility that included review of the GCC banking market, prospects of
Islamic Banking in Kuwait and financial projections. Obtained approval from the regulatory authorities with regard to
setting up the Islamic Banking window in NBK. Furthermore, assisted NBK in preparing policies and procedures
manuals and chart of account for their Islamic Banking operations.

Name of assignment or project: Partial mortgage guarantee facility

Year: Start date June 2004, still in progress
Location: Karachi, Pakistan
Client: Acumen Fund
Main project features: The project was to assist acumen fund in the selection of partners and structuring a partial
mortgage guarantee facility in Pakistan. The objective of the mortgage guarantee facility is to facilitate the extension of
mortgage financing to underserved low-income markets in Pakistan (i.e. people who earn PKR 10,000 or less per
month). The facility will offer partial financial guarantees to participating commercial bank(s) and/or housing finance
companies to share the risk borne by the local commercial bank/housing finance company in extending mortgage
credit to the lower income market.
Positions held: Lead Advisor
Activities performed: Reviewed proposals submitted by local banks and housing finance companies against the
criteria given by acumen fund and short-listed banks for participation. Undertook the due diligence of the banks short
listed for participation according to above guidelines and recommended 2 partners for selection. In addition, prepared
a cash flow model of the mortgage guarantee facility to assess its financial viability.

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 Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Contact Details CV Highlights

Name of Staff Education
Ayesha Qadri 2003 Cleared Chartered Financial Analyst (CFA) Level 1, CFA Institute USA
2002 Masters in Business Administration (Finance), Institute of Business Administration, Karachi
Proposed Position 2000 Bachelors in Business Administration, Institute of Business Administration, Karachi
Team Member - Due diligence Other Training
Attended a workshop on “Securitization in Pakistan” organized by Pakistan Society for Investment Professionals and
Senior Manager United Bank Limited, Karachi, 2003
Investment Banking Group Attended a conference on “Pakistan oil, gas and energy industry-Opportunities and Challenges” organized by POGEE,
Jahangir Siddiqui Capital Markets Ltd. Karachi, 2005
7th Floor, The Forum
G-20, Khayaban-e-Jami Employment Record
Clifton, Block 9 From: January 2003 to date
Karachi Employer: Jahangir Siddiqui Capital Markets Limited
Positions held: Senior Manager
Phone Manager
+ 92 21 5839977 Associate
Work Undertaken that Best Illustrates Capability to Handle the Tasks assigned
Fax Name of assignment or project: Acquisition of 51% equity stake of Carrier Telephone Industries (“CTI”) worth USD
+ 92 21 5361734 15 Mn
Year: 2005
Email: Location: Pakistan
ayesha.qadri@js.com Client: Siemens AG
Main project features:
This was a unique privatization transaction which was later modified as a negotiated sale in which the target
company’s assets were separated from the entity value.
Positions held: Team Member
Activities performed:
 Analysis of the structure of the Businesses and their competitive position in the market
 Advice in developing a general strategy for completing the Project, including advice on the appropriate structure
for the acquisition process
 Advice with regard to an optimal approach leading to a short-term solution and adding value by enjoying a good
relationship to the local institutions involved
 Perform financial due diligence and coordinate other resources for commercial, legal, accounting and possibly
tax due diligence
 Perform analysis, evaluation and modelling / projections
 Transaction Structure / Acquisition Strategy
 Assist in negotiations and transfer
Name of assignment or project: Preference Share Issue (USD 60 Mn)
Year: 2004
Location: Pakistan
Client: Azgard Nine Limited
Main project features:
Azgard Nine Limited (formerly known as Legler Nafees Denim Mills Ltd.) roots back to the oldest Muslim industrial
group in the subcontinent. The company is the leading manufacturer of premium quality denim and value added denim
products.
Positions held: Team Leader
Activities performed:
 Structure of the instrument
 Preparation of Information Memorandum
 Soft Marketing and Liaison with Regulatory Authorities
 Coordinate road shows
 Initiation of Underwriting arrangements
 Follow-up for firm underwriting commitments

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Name of assignment or project: US$ 30 million Project Financing for The Resource Group Pakistan (TRG-PAK)
Year: 2003
Location: Karachi, Pakistan
Client: The Resource Group International, USA (TRG-USA)
Main project features: TRG Pakistan is the premier business process services operation providing offshore services
originating from Pakistan. The TRG concept was centered around labor arbitrage between the U.S. and Pakistan and
consists of (i) the acquisition of mature U.S. telephone answering services and small call centers and (ii) in
significantly improving the profitability of its portfolio of acquired companies by shifting their service delivery to its low
cost, offshore facilities in Pakistan
Positions held: Transaction Manager responsible for Structuring & Execution in the team of Financial Advisor and
Arranger
Activities performed: Key activities were divided into two phases:
Phase I – Structuring, Due Diligence and Business/Legal Review
Defining, conceptualizing and implementing the optimal capital structure for local Company
Due diligence and evaluation of the structure proposed by sponsors
Provided assistance in preparation and subsequent review of
 Memorandum and Articles of Association
 Share Purchase Agreement
 Equity Swap Agreement
 Business outsourcing / Off-take agreement
Sought approval of the Proposed Capital Structure from the SECP
Assisted the lawyer in soliciting the approval/exemptions from the State Bank of Pakistan regarding investment in the
offshore Company
Assisted the Company in complying with applicable regulations & maintain close liaison with regulatory authorities to
solicit required exemptions
Conducted Due Diligence of the Business Plan
Assessed the probability of successful acquisition of the target business
Phase II – Managed all modules of fund raising through initial public offering and subsequent fund raising

Name of assignment or project: Preferred Equity Issue (USD 13.5 Mn)

Year: 2003
Location: Pakistan
Client: Chenab Limited
Main project features:
Chenab Ltd is regarded as one of the leading manufacturers and exporters of quality home textiles products and
woven fashion garments worldwide. The project is the largest preferred issue in Pakistan and the first of its kind listed
preferred equity instrument of an unlisted company. The issue was a part of the company’s capital structure
restructuring plan.
Positions held: Team Leader

Activities performed:

 Arrangement of Pre-IPO Placement

 Arrangement of underwriters for the IPO
 Prepared Prospectus for the Issue
 Assistance in making presentations to the SECP and Lahore Stock Exchange
 Facilitation in the listing process with the SECP and Stock Exchange

27
 Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Contact Details CV Highlights

Name of Staff Education
Mustafa Jafar 1998-03 Chartered Accountant - Institute of Chartered Accountant of Pakistan
1997-98 Bachelor of Commerce – Government College of Commerce & Economics Karachi, Pakistan
Proposed Position
Team Member - Valuation Membership in Professional Societies
Institute of Chartered Accountants of Pakistan
Senior Manager
Employment Record
Investment Banking Group
From: October 2004 to date
Jahangir Siddiqui Capital Markets Ltd.
Employer: Jahangir Siddiqui Capital Markets Limited
7th Floor, The Forum
Positions held: Senior Manager
G-20, Khayaban-e-Jami,
Manager
Clifton, Block 9,
From: September 2003 to September 2004
Karachi
Employer: A.F. Ferguson & Co.
Positions held: Assistant Manager
Phone
+ 92 21 5839977 ext 326
Work Undertaken that Best Illustrates Capability to Handle the Tasks assigned
Name of assignment or project: Financial Restructuring of US$ 3.5 Mn syndicate financing facility of Airblue
Fax
Limited
+ 92 21 5361734
Year: Ongoing
Location: Pakistan
Email:
Client: Airblue Ltd
Mustafa.jafar@js.com
Main project features:
Positions held: Team Leader
Activities performed:
 Preparation of detailed financial model of the Company
 Sensitivity analysis of major assumptions used in the financial model (e.g. fuel cost, load factor assumptions
etc.)
 Making presentations to the lenders on future performance of airline and recommending repayment schedule
based on future cash flows
 Negotiations with lenders to restructure short term finance to long-term finance
 Assistance to transaction lawyers in completing legal documentation

Name of assignment or project: Advisors to a US$ 75 Mn green field 50MW wind power project
Year: Ongoing
Location: Karachi and Lahore, Pakistan
Client: Beacon Energy Ltd (“BEL”)
Positions held: Team Leader
Activities performed:
Phase 1: Development Of Business Plan And Valuation Model
 Developed a detailed business plan
 Developed a post-feasibility stage financial model of the Project based on inputs from technical consultants
 Carried out financial analysis and evaluation of the Project
 Reviewed technical feasibility reports (such as wind and weather pattern reports) prepared by the technical
consultants on the Project or any independent agency
 Carried out sensitivity analysis of all major assumptions
 Coordination and liaison with technical and other consultants appointed by the BEL to ensure that their inputs
are duly incorporated in preparation of business plan and valuation model
 Development of a detailed business plan
 Advised BEL on overall structuring of the Project
Phase 2: Assistance In Negotiations With Government Authorities
 Assisting BEL in negotiating tariff structure with Alternative Energy Development Board (“AEDB”), National
Electric Power Regulatory Authority (“NEPRA”), Power Purchaser and other concerned Government agencies
 Assisting in negotiating Implementation Agreement, Power Purchase Agreement and all other project related
contracts and agreement with AEDB, NEPRA, power purchaser and other concerned Government agencies
Phase 3: Debt Arrangement
 Prepared Information Memorandum
 Based on the overall structuring of the Project, advising BEL whether to raise local currency debt or foreign
currency debt

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Phase 4: Pre-Initial Public Offering (“Pre-IPO”) / Initial Public Offering (“IPO”)

 Identifying potential investor base and assessing demand
 Pre-Marketing
 Soliciting interest from institutional and other investors and potential underwriters
 Advising client on timing of IPO

Name of assignment or project: Convertible debt offering

Year: 2004
Location: Pakistan
Client: Airblue Ltd
Positions held: Team Member
Activities performed:
 Coordination and liaison with the Company and financial institutions for arrangement of convertible bridge
finance facility
 Made presentations to the syndicate members regarding future plans of the Company
Negotiated terms and conditions for conversion of bridge finance facility into equity

Name of assignment or project: Mobile Tower Sharing Company

Year: 2005
Location: Pakistan
Client: JS Finance Ltd
Main project features:
Prepared detailed business plan and feasibility report for setting up of a mobile a tower sharing business
Positions held: Team Member
Activities performed:
 Preparation of business plan and valuation model for tower site sharing business
 Made presentation to the Board of Directors seeking their approval for investment in tower sharing business
 Involved in structuring of the mobile tower sharing business
 Involved in negotiations with telecom operators to share mobile tower
 Made presentation to financial institutions on tower sharing business dynamics for obtaining debt finance

Name of assignment or project: Privatization of National Refinery Limited

Year: 2004
Location: Pakistan
Client: Privatization Commission, Ministry of Privatization, Government of Pakistan
Positions held: Team Leader – accounting and human resource due diligence
Activities performed:
 Preparation of the preliminary information memorandum
 Organizing the data for the preparation and setting up of the data room
 Preparation of the detailed information memorandum
 Carried out a financial, taxation and human resource due diligence review of the refinery
 Prepared report for key issues in coordination with Citigroup for onward submission to the Privatization
Commission

Name of assignment or project: Feasibility study to set up a commercial bank in Pakistan

Year: 2003
Location: Karachi, Pakistan
Client: Malayan Berhad Banking (Maybank)
Main project features: Assessment of determinants pertaining to the establishment of the bank’s presence in
Pakistan
Positions held: Team Leader
Activities performed:
 Assessment of political and economic outlook of the country with regard to the banking industry
 Assessment of regulatory environment and legal frame work governing the industry
 Overview of the banking industry in Pakistan.
 Overall opportunity assessment for establishing a presence in the industry
 Macroeconomic assessment and outlook of Pakistan benchmarked against Indonesia and Philippines
 Banking market overview benchmarked against Indonesia and Philippines

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Name of assignment or project: Privatization of Habib Bank Limited

Year: 2002-2003
Location: Pakistan
Client: Privatization Commission, Ministry of Privatization, Government of Pakistan
Positions held: Team Member
Activities performed:
 Preparation of the preliminary information memorandum
 Organizing the data for the preparation and setting up of the data room
 Managing the data room
 Preparation of the detailed information memorandum
 Assisting the Privatization Commission in the pre-qualification process
 Advising on the optimal capital structure of the bank which was proposed to be restructured as part of the
privatization process
 Carrying out a financial and taxation due diligence review of the bank
 Advising the Commission on the transaction structure
 Providing assistance to the Commission in determination of the terms of sale

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

8 Assignment Execution

8.1 Scope of Work

The Assignment will entail the development and execution of comprehensive Financial Restructuring Plan
by the Financial Advisors (JSCM).

8.1.1 Financial Restructuring Plan

The Financial Restructuring Plan will encompass the following:
 Analysis of the Company’s historical operating and financial performance including identification and
quantification of causes behind the present financial troubles.
 Future business strategy of the Management including financial projections of Income Statements,
Balance Sheet and Cash Flow Statement based on a top-down approach employing a set of base case
assumptions for major economic indicators, expected industry growth and competitive environment,
and Management expectations of the Company’s performance.
 Sensitivity analysis of financial projections illustrating the future debt servicing and repayment capacity
based on existing terms and conditions on the outstanding interest bearing liabilities of the Company.
 Financial restructuring strategy including target reduction in the cost of capital through a combination of
equity injection and re-profiling and refinancing of debt. The targeted reduction in financial costs will be
based on FCCL’s projected debt servicing capacity and current interest rate trends in the local and
international financial markets.
 Strategy for negotiations with Lenders including proposed revision in the terms and conditions on
existing debt facilities based on the each lenders’ profile vis-à-vis their current financial position and
strategy and precedents of comparable restructuring transactions.
 Strategy for arranging funds for the Company through Equity and Debt Markets including the most
appropriate funding strategy for the Company vis-à-vis the classes or types of shares that may be
issued and the various debt financing options such as syndicated financing and/or issue of Term
Finance Certificates (“TFCs”)

8.1.2 Execution of Financial Restructuring Plan

The Financial Advisors will also be responsible for implementation of the Financial Restructuring Plan. This
will entail:
 Presentations to Lenders demonstrating the Management’s business plans and the implications of the
restructuring on the Company and negotiations with Lenders.

8.2 Methodology for Development of Financial Restructuring Plan

This section describes the process for the development of the Financial Restructuring Strategy. The process
will commence with a detailed due diligence of the Company followed by financial forecasting through the
development of industry and financial models. The financial models will be used to conduct a sensitivity
analysis to determine the optimal financial restructuring strategy for PCL.
Figure 4: Development of Financial Restructuring Strategy
Due Financial Sensitivity Restructurin
  
Diligence Projections Analysis g Strategy

8.2.1 Due Diligence

The Financial Advisors will develop a comprehensive due diligence list which will be provided to FCCL to
ensure efficient and timely execution of this phase. The various aspects of the due diligence will include
review and analysis of FCCL’s financial, legal, and operational functions in order to understand and evaluate
FCCL’s current operating and financial situation. Furthermore, the Due Diligence exercise will help the

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

Financial Advisors in understanding the Management’s business strategy which will be used for the
formulation of the Business Plan.

A. Financial
 Review historical financial statements to evaluate the historical performance of Company
 Understand FCCL’s financial structure and issues and identify revenue and costs drivers
 Analyze the balance sheet vis a vis the capital structure, mix of interest and non-interest bearing
liabilities, receivables, deferred taxation etc.
 Evaluate the regulatory environment and tax issues and their impact on future profitability
 Compare financial results with major industry trends and identify strengths and weaknesses
 Analyze major value drivers
B. Legal
This shall entail a detailed review of legal documentation related to the financial obligations of the Company
in order to gain an in-depth understanding of the terms and conditions of the Company’s debt and the legal
and contractual constraints for any restructuring excercise.
C. Operational
 Evaluate key performance indicators and compare with comparable companies within the Cement
Sector.
 Review strategic development plans of the Management including marketing, expansion and
diversification and develop assumptions for key variables and drivers of the Cement Sector and the
Company.
 Review and evaluate the regulatory structure and environment.
 Review Government’s investment incentives for the construction sector and evaluate the impact on
future demand cement.

8.2.2 Financial Modeling & Projections

The Financial Advisors will develop a comprehensive financial model to forecast the future performance of
the Company based on assumptions provided by the Management.
 Identify key earnings and cost drivers
 Construct financial models of the Company
 Collect and analyze industry information develop industry forecasts based on discussion with the
Management
 Forecast earnings, cash flows and balance sheet based on the assumptions agreed with the
Management
 Determine the future funding requirements based on the forecasted cash flows of the Company

8.2.3 Sensitivity Analysis

The Financial Advisors will conduct a comprehensive long-term sensitivity analysis of the impact of various
internal and external variables on the Company. The objective of the sensitivity analysis will be to evaluate
FCCL’s debt servicing capacity under various scenarios. Variables included in the sensitivity analysis may
include but will not be limited to:
 Demand
 Product Prices
 Input prices
 Interest rates
 Macroeconomic indicators

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Technical Proposal for the Provision of
Financial Feasibility Consulting
To Fauji Cement Company Limited

9 Fee & Expenses:

9.1 Advisory & Consulting Fee:

Milestone / Deliverable Fee

Mobilization Advance PKR 500,000
Submission of First Draft Report PKR 500,000
Payable within one week of submission of the Report
Submission of Final Draft Report PKR 450,000
Payable within one week of submission of the Report
Total Fee PKR 1,450,000

9.2 Out-of-Pocket Expenses

In addition to the fees set forth above, FFCL will reimburse JSCM for out of pocket expenses including but
not limited to fees and disbursements of legal counsel, travel costs, telecommunication charges and printing
all to be charged at the actual amounts incurred in connection with matters related to the Assignment. These
reimbursements shall become due upon JSCM’s request from time to time during the course of the
Assignment. Provided, however, even after the completion of the Assignment, FFCL shall make all such
reimbursements, which may not have been paid to, or invoiced by JSCM during the course of the
Assignment. All bills are to be paid within 7 days of the receipt of the invoice.
9.3 Payment Modalities
All payments will be made by the Company through crossed cheques / pay orders as per the payment
instructions mentioned in the invoices generated by JSCL.

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