Benefits of Listing on

a Market Regulated by the

February 2007

Table of Contents
I II III IV V VI VII

AIM The Fastest Growing Stock Market in Europe Historic Information Relative Performance Sectors on AIM Recent Developments Benefits and Advantages of an AIM Listing Contacts

AIM The Fastest Growing Stock Market in Europe

AIM is established as the leading growth company stock market
A diverse market with companies admitted from all business sectors ranging from young, venture capitalbacked businesses to more established businesses looking to expand operations

462 admissions to AIM in 2006 increasing the total number of AIM stocks to 1,632 ( more than the Main Board of LSE) Extraordinary growth driven by:
Relatively light touch regulatory environment low cost Access to increasingly deep investor base over 900 institutions Alternative to US markets - Sarbanes Oxley a significant deterrent Opportunity to fast track AIM listing for companies already on one of ten AIM Designated Markets Dual listings of international companies looking to access the capital and European shareholder base provided by London Migration of companies from the Main Board preferring less stringent requirements of AIM Tax efficient

Reputation as stock market of choice for UK and international growth companies

Historic Information
Number of Companies Listed on AIM (1995 - Dec 2006)
1800 1600 306 1400 220 1200 1000 800 42 600 400 17 200 0 3 118 1995 235 1996 22 493 286 291 325 587 654 694 31 905 22 21 International UK

116 50

Since its inception in 1995, AIM has witnessed an increasingly rapid rise in the number of company listings on the exchange, both domestic and international
AIM provides international companies with a public market to fund further expansion and raise their global profile

60 1,179

1,328

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006 to Dec

Source: London Stock Exchange

Money Raised from IPOs & Secondary Listings (m)

18,000 16,000 14,000 5,734 12,000 10,000 8,000 6,000 9,944 4,000 2,000 302 0 1995 514 1996 350 344 1997 290 268 1998 600 334 1999 1,320 1,754 2000 535 593 2001 486 490 2002 1,000 1,095 2003 2,776 1,880 6,461 2,481 Secondary Issues IPO

To date, companies have raised a total of approximately 39.6 billion EUR 56.6 billion
24.6 billion in IPOs 15.0 billion in Secondary Offerings

2004

2005

2006 to Dec

Source: London Stock Exchange

An AIM listing provides access to the worlds largest and deepest pool of capital for investment in international companies

Relative Performance of AIM All-Share Index

From Jan 2003 to February 2007, the AIM Index increased 85%

Relative Performance of AIM Jan 2003- Feb 2007

250%

200%
TSX Venture: 182%

150%
S&P Small-cap 600: 111%

100%
FTSE AIM ALL-Share: 85% FTSE 100: 63%

50%

0% Jan-03 -50%
Note: TSX Venture is heavily weighted towards commodities, oil & gas and, as a result, it has enjoyed extraordinary returns from these sectors Source: Bloomberg

Jul-03

Jan-04

Jul-04

Jan-05

Jul-05

Feb-06

Aug-06

Feb-07

Distribution of AIM Companies by Market Cap

As of December 2006 there are 21 companies listed on AIM with a market cap greater than 500m compared to only 3 companies in 2003
Some companies, such as NewStar Asset Management, listed on AIM with a large market cap, others such as Peter Hambro Mining have grown organically to cross the 500m market cap mark Distribution of AIM Companies by Market Cap from 2003 December 2006*
450 400 350 Number of Companies 300 250 200 150 100 50 0 0-5m
* To December 2006 34 securities were suspended Source: London Stock Exchange

2003 2004 2005 2006 to December

5-10m

10-25m

25-50m

50-100m

100-250m

250-500m

Over 500m

AIM continues to attract larger companies

Sectors on AIM - by Market Capitalisation

As of December 2006, the aggregate market cap on AIM is 90.6 billion
As of 15 February 2007, FTSE AIM 100 Index has a total market cap of 38.3 billion

Financials, Oil & Gas and Mining sectors account for 56.1% or 50.8 billion of the total market cap on AIM
These three sectors make up 75.7% of the FTSE AIM 100 Index Sector Breakdown on AIM
Technology 6% Oil & Gas 12%

Sector Breakdown of FTSE AIM 100 Index

Telecommunications 2% Utilities 3% Consumer Services Technology 9% 2%

Financials 28%

Mining 16%

Oil & Gas 16% Financials 29%

Utilities 1%

Basic Materials 5%

Telecommunications Industrials 1% 13% Consumer Services 11% Health Care Consumer Goods 5% 2%
Source: London Stock Exchange

Mining 30%

Health Care 3% Industrials 6%

Source: 3C estimates, FTSE, London Stock Exchange

AIM is a diversified stock market across a broad range of sectors

Sector Analysis of New Admissions to AIM in 2006

Of 461 admissions to November 2006, 146 were from the Financial sector followed by the Industrials and Consumer Services sectors Financials, Oil & Gas and Mining sectors have been most successful at raising capital through new issues and secondary issues, accounting for 8,641m, 1,525m and 1,163m respectively Consumer Goods sector raised 37.4m through IPOs and 76.1m through secondary issues
Companies Admitted to AIM by Sector to December 2006
Technology, 38 Oil & Gas, 26 Mining, 47

Total Money Raised to December 2006

Technology, 503m Oil & Gas, 1,525m

Mining, 1,163m
Basic Materials, 16

Basic Materials, 728m

Financials, 146 Industrials, 72

Industrials, 1,015m

Consumer Goods, 114m Financials, 8,641m Health Care, 513m Consumer Services, 1,183m

Utilities, 3 Telecommunications, 11 Consumer Services, 62

Source: London Stock Exchange

Consumer Goods, 15 Health Care, 25

Utilities, 184m Telecommunications, 68m

Source: London Stock Exchange

An International Market By Domicile

AIM continues to attract International companies
Fast Track option if listed on 1 of 10 AIM Designated Markets

Companies domiciled in a total of 28 countries are listed on AIM Country of Origin of AIM Listed Companies
Australia Bangladesh Belgium Belize Bermuda British Virgin Islands Canada Cayman Islands Cyprus Falkland Islands Germany Gibraltar 47 1 1 3 20 21 44 20 6 2 2 1 Hong Kong India Israel Italy Japan Luxembourg Malaysia Netherlands New Zealand Norway Republic of Ireland Singapore 3 2 17 3 1 4 1 8 1 1 39 1 South Africa Sweden UK US 1 1 1,296 36

Companies with International Assets

Today, virtually all types of investors are active on AIM
Currently totaling more than 900 institutions

Small Cap Funds

Global Institutions Mainstream AIM Institutions

Venture Capital Trusts

Hedge Funds

Pension Funds Strategic Investors

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Retail Investors European Growth Funds

Top Institutions on AIM

ABN Amro Aberdeen Asset Mgmt AIG Global Investment AMVESCAP Baring Asset Mgmt Cazenove CG Asset Mgmt Charlemagne Capital Fidelity Framlington Gartmore Guild Ventures Jupiter Asset Mgmt Lansdowne Liberty M&G Schroders Scottish Widows Sky Capital Ventures Standard Life Inv

Alliance Dresdner

Citibank

Henderson Inv Mgmt

Merrill Lynch Mercury

Strand Associates

Alker Investments

Close Brothers

Hermes

Prudential

Threadneedle Inv

Artemis AXA Asset Mgmt

Credit Suisse Deutsche Bank

HSBC Asset Mgmt Intercapital ISIS Asset Management JP Morgan Fleming

RAB Capital Rathbone

Troy Asset Mgmt T.Rowe Price

Avlar Bioventures

DWS

Rothschild Asset Mgmt

UBS Asset Mgmt

Barclays Global Inv.

F&C

Savoy Investment Mgmt

Unicorn Asset Mgmt

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Well regarded institutions such as Fidelity, M&G & Schroders are active investors

Recent Trends
Appetite for mining, oil and gas sectors remained strong in 2006 Media, biotechnology, industrials, financials and real estate emerging as popular sectors Investors are requiring more rigorous due diligence, evidence of revenues and a track record AIM launched a tracker fund for its top 50, top 100 and All Shares to address criticisms that the exchange did not have the same passive investor following of its larger rivals, such as the LSE main market The interest of the bulge-bracket investment banks, demonstrated by an increasing number being approved as nomads, suggests they have spotted lucrative potential. Nomads include Citigroup, Merrill Lynch and UBS It became clear that many industries, such as mining, oil & gas, technology, need an early-stage market IPO on AIM has became a popular exit-route for Venture Capitalist firms AIM is increasingly the market of choice for international companies in the mid-market In late 2006/early 2007 AIM increasingly attracted adverse press criticism following recent high profile problem companies (eg. Torex, Cape Diamonds) and 2007 is widely expected to be a tougher year for IPOs on AIM New Nomad Rules and tighter compliance may result in a shake out of advisers on AIM

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Recent Developments - FTSE AIM Index Series

The introduction of the FTSE AIM UK 50 Index, FTSE AIM 100 Index and FTSE AIM All-Share Index
Improve the liquidity of the market by creating increased transparency and profile Investable indices will attract additional investment in AIM

FTSE AIM UK 50 Index Definition The largest 50 eligible UK AIM companies by full market capitalisation Class of share Nationality Free float Liquidity requirements Review Review period
Source: London Stock Exchange

FTSE AIM 100 Index The largest 100 eligible AIM companies by full market capitalisation

FTSE AIM All Share Index All AIM quoted companies that meet the eligibility criteria below

All classes of ordinary shares quoted on AIM UK domiciled only UK & international Minimum of 15% Yes Yes Yes UK & international

1) Annual review of free float & liquidity 2) Quarterly constitu review ent March, June, September & December

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Recently launced FTSE AIM All-Share Supersector Indices will provide investors with 18 new sector indices

Advantages of AIM
Regulation
AIM companies do not escape regulation but the rules are significantly more focused than for a company on the Official List in London. AIM rules amount to only 43 pages whilst the Listing Rules on the Official List consist of 27 chapters and 13 schedules AIMs philosophy is that the Nominated Advisor (NOMAD) is responsible for ensuring a Company complies with the AIM rules, making a good Company/NOMAD relationship essential for success on the market

Admission Process
Relatively light touch regulatory environment
No trading record is required No minimum market capitalisation requirements No free float requirement Focused on-going disclosure and reporting requirements

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Commercial Requirements for an AIM listing

Corporate Structure
Onshore vs. offshore, legal, taxation If offshore incorporation is chosen for tax purposes, it should be in a jurisdiction with UK law such as Jersey or Guernsey

Management Team
CEO: industry experience and good track record CFO: preferably with public markets experience and in place well ahead of the IPO Investor Relations: can be responsibility of CFO or outsourced

Board of Directors
Balanced Board with credible non-executives and independent directors

Business Outlook
Strong growth prospects: upwards of 20% top line growth per annum. Profitable within 1 to 2 years Limited ongoing capex requirements: reduce need to continue to raise further capital Some revenues: start up not appropriate unless asset backed such as with resource companies 15

Commercial Requirements for an AIM listing

Accounting
IFRS, UK GAAP or US GAAP audited accounts, but IFRS recommended in all UK listed companies must move to IFRS Long Form and Short Form reports, working capital report, Financial Reporting Procedures Report

Legal Due Diligence Report Offer Size

No minimum free float requirement, but NB valuation impact of overhangs To attract real institutional interest and to make the IPO cost efficient, a minimum offer size of 10 million is recommended

Lock ups
Standard practice that holders of more than 10% of the equity are locked up for 6-12 months after the IPO, and AIM Rules require lock-ins for start-ups

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Transaction Team For An AIM Deal

Nominated Broker / Financial Adviser
A requirement for all AIM listed companies. Primary roles are distribution and research. Provides quality service to clients in sectors, markets and products where they have specialist expertise.

Nominated Advisor
A requirement for all AIM listed companies. Primary role is ensuring the company's compliance with the AIM rules and maintaining the relationship with the listing authorities.

Legal Counsel
Advises the Company on an ongoing basis and in the IPO principally to prepare the offering prospectus, due diligence and closing documentation.

COMPANY

Accountant / Auditor
Prepares the consolidated, audited financial accounts and financial documents to be included in the offering prospectus.

Registrar
Maintaining the issuers shareholder list and mailings as well as effecting share transfers.

Financial PR
Advises the company on press and other public relations issues and may assist in the investor relations.

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Key Parties to the AIM Listing Process

Role
Financial Advisor

Description
Provides quality service to clients in sectors, markets and products where they have specialist expertise. Represents the companys best interest to all other advisors.

Examples

NOMAD

A requirement for all AIM listed companies. Primary role is ensuring the company's compliance with the AIM rules and maintaining the relationship with the listing authorities. A requirement for all AIM listed companies. Primary roles are distribution and research. Also maintains relationships between the company and investors in the aftermarket and provides ongoing research coverage and market intelligence.

Beaumont Cornish WH Ireland

Nominated Broker

City Capital Securities Limited

Market Maker

A member firm of the LSE that has agreed to quote prices and buy and sell stock actively during market hours.

Winterflood Shore Capital Numis BDO Grant Thornton KPMG Clyde & Co. Linklaters Freshfields Capita Computershare Maitland College Hill Bankside

Accountants

Preparation of consolidated, audited financial accounts to be included in the offering prospectus. Also responsible for financial due diligence including the long form and working capital reports. Advises the Company in the IPO process and on an ongoing basis as required. Prepares the offering prospectus, legal due diligence and closing documentation. The company will appoint its own legal council.

Legal / Issuer Council

Registrar

Maintains the issuers shareholder list and mailings as well as effecting share transfers. Advises the company on press and other public relations issues. May also assist in the investor relations function.

PR Advisor

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Less Onerous Admission Requirements on AIM

AIM OFEX TSX Venture Alternext

Minimum public float

No minimum requirement

No minimum requirement

10% Public Float

2.5 million

Initial equity required

No minimum requirement

No minimum requirement

20% of issued & outstanding shares with Shareholders

No minimum provided the company made a private placement of at least 5m 2.5 million

Market Capitalisation

No minimum requirement

No minimum requirement

CN$500,000 CN$1,000,000

Trading History

No minimum requirement

No minimum requirement

No minimum requirement

No minimum requirement

Profitability

No minimum requirement

No minimum requirement

Yes in most of the cases

No minimum requirement

Accounting Standards

UK GAAP / IFRS / US GAAP (moving to IFRS only)

UK GAAP / IFRS

IFRS / CN GAAP / US GAAP

IFRS / French GAAP

Interview with Exchange

No

No

No

No

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AIM provides relatively light and flexible admission requirements

Tax Advantages of AIM

Tax Individual and Corporate
Individual Investors have a number of tax benefits
Capital Gains Tax Enterprise investment scheme Inheritance tax Relief for losses Venture Capital Trusts (VCTs)

Corporate Investors
Corporate Venturing Schemes

Capital Gains Tax Rates for UK & Foreign Investors

Number of years Invested One Year Two Years Tax Rate 20% 10%

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Attractive tax benefit for AIM Investors

Steps to an AIM Flotation

Transaction Considerations Pre-IPO Financing 3-9 Months
W1 W2 W3 W4

IPO Execution
W5 W6 W7 W8 W9 W10 W11

Listing / Aftermarket
W1 W2 W3
W4+

Audit

Prepare up to date 3 audited, consolidated financial statements in IFRS or UK GAAP

Finalise accounts

Financial Due Diligence

Prepare the short form/long form report and working capital report

Verification process

Legal Due Diligence

Update due diligence process

IPO Execution

Offering Prospectus

Final round of financing within 12 months of

Prepare offering prospectus

Print pros.

Submit 10 day announcement

Final pros.

Research & Valuation

IPO, if applicable

Up to date research report with revised valuation

Print research

Research blackout period

Investor Presentation

Prepare roadshow presentation

Rehearsals

Roadshow
Admission / Listing Effective

Marketing & Placement

Develop Marketing strategy

Premarketing
Greenshoe 4 week exercise period

Aftermarket

Bookbuilding
Aftermarket support, research / IR

W1

W2

W3

W4

W5

W6

W7

W8

W9

W10 W11

W1

W2

W3

W4+

Transaction Considerations Key for primary responsibility:

Pre-IPO Financing

3-9 Months

IPO Execution

Listing / Aftermarket

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3C Company / 3C

NOMAD / Auditor Company / Auditor

NOMAD / Legal Company / Legal Advisors

Contact Details
City Capital Corporation Limited
Sion Hall 56 Victoria Embankment EC4Y 0DZ London, UK Tel: +44 (0)20 7583 5800 Fax: +44 (0)20 7583 8001 www.city-capital.com

David Kent 0207 842 5855 dkent@city-capital.com

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Disclaimer
This presentation is strictly private and confidential and solely to provide information to you about the services provided by City Capital Corporation Limited. This presentation contains general information only and is not intended to constitute an offer, be comprehensive, or to provide specific accounting, business, financial, investment, legal, tax or other professional advice or services. This presentation is not a substitute for such professional advice or services, and it should not be acted on or relied upon or used as a basis for any decision or action that may affect you or your business. Before making any decision or taking any action that may affect you or your business, you should consult with City Capital Corporation Limited who would be happy to discuss your detailed requirements. Whilst every effort has been made to ensure the accuracy of the information contained in this presentation, this can not be guaranteed and neither City Capital Corporation Limited nor any related entity shall have any liability to any person or entity who relies on the information contained in this presentation. Any such reliance is solely at the users risk.

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