presentation cisco services 4

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THE CYPRUS INVESTMENT AND SECURITIES THE CYPRUS INVESTMENT AND SECURITIES

CORPORATION LIMITED CORPORATION LIMITED

(CISCO)(CISCO)

INVESTMENT BANKING INVESTMENT BANKING

DEPARTMENTDEPARTMENT

September 2009September 2009

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CONTENTS

1. Brief history

2. Services offered by CISCO

3. Why CISCO for Investment Banking

4. Services offered by the Investment Banking Department

5. Recent Project Portfolio

6. Advisory Team

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1. Brief history





6. Advisory Team

1. Brief history

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BRIEF HISTORY

The Cyprus Investment and Securities Corporation Ltd (CISCO) was established in 1982. Its promoters were the Bank of Cyprus, the Cyprus Development Bank and the International Finance Corporation (IFC), a World Bank affiliate.

CISCO was the first investment banking institution in Cyprus and its primary objective was to offer specialized financial services and assist in the development of the capital and money markets in Cyprus.

In August 1988, CISCO became a wholly owned subsidiary of the Bank of Cyprus Group, the largest financial institution in Cyprus.

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1. Brief history





6. Advisory Team


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SERVICES OFFERED BY CISCO

CISCO’s activities cover a wide range of specialised services which are offered to individuals, trading,

industrial and tourist enterprises, insurance companies, banks, provident and pension funds, public

corporations and municipal/local authorities:

CISCO’s services are classified under four major categories:

CISCO has been providing Fund Management services since its incorporation in1985. It is the oldest and at present one of the largest institutional fund managers in Cyprus.

CISCO’s Fund Management client base includes provident funds and pension funds, insurance and investment companies listed on the CSE, other companies and high net worth individuals.

FUND

MANAGMENT

The Research Department continuously analyses and monitors the local stock market as well as other markets and prevailing economic conditions preparing in-depth investment analysis and technical analysis on selected CSE listed companies.

RESEARCH

The Brokerage Department’s professional and experienced team assists clients on their investment strategy by identifying each client’s investment objectives, risk profile and investment horizon.

The Brokerage Department provides clients with professional and independent advice in strict confidence, bearing in mind each client’s particular needs.

BROKERAGE

CISCO was the first Investment Banking institution to be set up in Cyprus and over the years it has established itself as one of the leading institutions in the local capital market.

The Investment Banking Department assists with the leadership of all aspects of transactions, from negotiating and structuring deals to coordinating due diligence, performing company valuations, capital restructuring, financial planning, feasibility studies as well as the execution of equity and debt issues.

INVESTMENT

BANKING

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SERVICES OFFERED BY CISCO

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1. Brief history





6. Advisory Team


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WHY CISCO FOR INVESTMENT BANKING

Professionalism & ExpertiseHigh-calibre team of professionals with extensive experience and expertise. Recognition for integrity and high level of professionalism with client focused approach.

Experience

Extensive experience of capital market regulatory and legal aspects.

CISCO has acted as a Lead Manager/Underwriter to over 66% of the companies that were floated during the period 2003 to 2008 and to over 85% of the newly listed companies in the last five years in terms of capital raised*.

Also, CISCO pioneered in the introduction of convertible bonds, floating rate bonds, warrants and call options. Over 75% of debt issues in the local market by listed companies in terms of capital raised were lead-managed by CISCO*.

Established Relationships

Excellent relationships with clients and established relationships with other professional firms.

Member of the Bank of Cyprus GroupAccess to the largest banking network in Cyprus.

*Source: CISCO Research Department

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1. Brief history





6. Advisory Team

4. Services provided by the Investment Banking Department

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INVESTMENT BANKING DEPARTMENT SERVICES

• Financial planning (Business Plans)

• Valuations

• Feasibility studies

• Corporate Governance

• Capital restructuring

CORPORATE

FINANCE

• Advisory on the buy and sell side of the M&A process

• Structuring of the Offer

• Fairness Opinions

MERGERS &

ACQUISITIONS

• Listing of companies on the Cyprus Stock Exchange

• Listing of companies on E.U. Stock Exchanges through passporting

• Share capital issues (IPOs, Rights, Warrants)

• Bond & other securities issues

CAPITAL

MARKETS

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Experienced Track Record

CISCO has completed and managed 11 offerings, raising over €850 million over the last five years*. With this successful track record, CISCO has the expertise, experience, and resources to successfully guide clients through the offering process. CISCO’s investment banking professionals will help determine the optimal timing of an offering by evaluating:

– Market conditions

– Growth and future prospects

– Current operating conditions

In addition, CISCO’s investment banking department allows highly integrated and coordinated sales efforts across the Bank of Cyprus Group, on behalf of clients seeking to raise capital in a public offering.

Raising Funds for Expansion

Expanding a business often requires a significant infusion of capital. For public companies an offering is a principal way to raise funds while attracting new investors and advertising products or services. The Investment Banking department works with clients from the initial assessment phase to the completion of the offering.

CISCO can offer clients:

– Proper distribution of shares

– Access to a wide variety of institutional and retail investors

*Source: CISCO Research Department

INVESTMENT BANKING DEPT SERVICESCAPITAL MARKETS

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INVESTMENT BANKING DEPT SERVICES

CAPITAL MARKETS – COMPANY FLOTATION

CISCO offers a wide range of flotation services:

1. Preflotation Stage

Undertakes to review the company and analyse the advantages and disadvantages of potential

flotation. It also offers advice on the company's organisational and capital structure.

2. Structure of the Issue

Advises the company in determining the parameters of the issue such as size, price, timing, etc.

3. Preparation of Prospectus/ Listing Particulars

Undertakes:

• the preparation of the Prospectus/Listing Particulars inviting the public to subscribe to the issue

according to the requirements of the Public Offer and Prospectus Law of 2005

• the amendment of articles of association of the Company to bring them in line with the provisions

of the Law on public companies and the requirements of the Cyprus Stock Exchange,

• the preparation of all other documents that may be required.

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INVESTMENT BANKING DEPT SERVICESCAPITAL MARKETS – COMPANY FLOTATION

4. Management of the Issue

CISCO also undertakes:

• the planning, structure and coordination of the issue,

• consultations with regulatory authorities,

• co-ordinate actions with the Cyprus Stock Exchange and the Cyprus Securities &

Exchange Commission or any other competent regulatory authority depending on the

project,

• co-ordinate, in conjunction with the Company the activities of all third parties involved.

• the collection and processing of applications and advises the client on the allotment of

the issue.

5. Selling of the Issue

• CISCO undertakes the promotion and sale of the shares, including the setting-up of a

selling group.

6. Post Flotation Service

• CISCO is in a position to assist the client in maintaining its share or debenture registry.

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INVESTMENT BANKING DEPT SERVICESCAPITAL MARKETS – COMPANY FLOTATION

Why Listing on the Cyprus Stock Exchange?

• Legislation and procedures based on European Directives

• Passport for listing to any other Stock Exchange in the European Union Member States, after

18 months from the day of listing on the CSE.

• Professional fees and other expenses relatively lower than in any other EU member state.

• Infrastructure to accept foreign investors

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Since its establishment CISCO has promoted with success the issue of straight bonds, convertible

bonds, bonds with equity warrants attached, and floating rate bonds by public companies and

public sector bodies.

The services offered by CISCO for the issue of bonds are similar to those offered for share issues:

• review of requirements and capacity to repay the loan,

• advisory role in setting the terms of the issue,

• preparation of Listing Particulars/Prospectus,

• management and promoting of the issue and placement.

During 2008, CISCO has managed the largest corporate debt issue completed in Cyprus, successfully raising €573.4 million in an oversubscribed convertible bonds issue for Bank of Cyprus


CAPITAL MARKETS – ISSUE OF BONDS

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CAPITAL MARKETS - PRIVATE PLACEMENT

• In the case of a public company which, for various reasons, does not wish to address itself to the public at large in order to raise equity or loan capital, or in the case of a private company which is not in a position to make an issue to the public, CISCO can provide assistance in securing the required equity or loan capital through the private placement of an issue (of shares or bonds) with a limited number of investors.

• Once the requirements of the company and the terms of the issue have been determined, CISCO prepares an Information Memorandum on the company and the issue and approaches a small number of potential investors in order to place the issue.

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CORPORATE FINANCE - MERGERS & ACQUISITIONS

CISCO M&A services include inter alia:

– Advising clients in the development and formulation of merger, acquisition and divestiture strategies.

– Identifying potential buyers or acquisition targets via close relationships with numerous groups in

Cyprus and abroad.

– Establishing valuation criteria and ranges.

– Developing alternatives and recommending appropriate courses of action.

– Arranging acquisition financing for buyers, consisting of all types of debt and equity.

– Structuring and negotiating transactions.

– Identifying prospective equity and joint venture partners, and working with such partners to create the

necessary arrangements to consummate each transaction.

– Structuring internal M&A transactions, including management and employee buy-outs.

– Identifying, screening and initiating discussions with potential buyers/sellers.

– Assisting in the preparation of confidential information and selling memoranda.

– Coordinating legal, tax, accounting and other closing-related activities.

– Fairness Opinions.

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CORPORATE FINANCE - MERGERS & ACQUISITIONS

In addition to the aforementioned services in the case of a listed company CISCO M&A services include

inter alia:

– Advisory services relating to the Take Over procedures (as they arise from the relevant legislations)

and structuring the Terms of the Offer.

– Drafting of the Public Offer Document pursuant to the legislation on Acquisitions and Public Offers (if

Public Company).

– Submission of the Offer Document to the relevant regulatory authorities and coordination of all parties

for the completion of the Public Offer.

– Communication with relevant regulatory authorities relating to the review and approval of the Offer

Document other documents.

– Presentation of offer to investment public and institutional investors.

– Responsibility for accepting and processing of the acceptance forms and preparation of all relevant

reports.

– Services of Paying Agent - Payments to accepting shareholders who accept the offer by means of

posting a bankers draft &/or crediting of bank accounts.

– Preparation, coordination and submission of all required documentation to the relevant regulatory

authorities for the execution of the transfer of shares.

– Fairness Opinions.

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Financial Planning (Business Plan)

CISCO undertakes financial planning studies for corporate clients in various sectors. Financial planning

services include the preparation of comprehensive customised business plans with detailed financial

projections as well as guidance and consulting based on the analysis of the business plan results.

Financial planning advice can also be offered to a company's management on an on-going basis.

Valuation of Private Companies' Shares

The value of private companies' shares which are not traded and therefore lack a stock market price, can

be estimated with reference to their current and projected performance and after taking into consideration

a range of other factors. CISCO undertakes share valuations, which are often useful for share dealings or

mergers.

Feasibility Studies

CISCO undertakes feasibility studies for investment projects in industry, tourism, trade and other services.

Such studies contain all the information required to be submitted in order to secure loan financing. CISCO

maintains contacts and cooperates, where warranted, with other consultants and advisers in various fields,

local and foreign. Pre-feasibility studies are also undertaken and the client is advised as to whether to

proceed with an in-depth study.

INVESTMENT BANKING DEPT SERVICESCORPORATE FINANCE – OTHER SERVICES

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1. Brief history





6. Advisory Team


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RECENT PROJECT PORTFOLIOCAPITAL RAISING & LISTING OF SECURITIES

2008

Rights Issue

€35.558.998

Lead Manager

2006

Initial Public Offering

CSE Listing

€10.621.934,87

Lead Manager

2007


and Listing on the CSE

of 175.000.000 shares of

nominal value €0,34 per

share

Lead Manager Lead Manager


CSE Listing

€801.666,80

2007

2007

Rights Issue

€24.064.480

Lead Manager


CSE Listing

€2.626.199,90

2007

Joint Lead Manager

2007

Issue and listing of

Capital Securities

12/2007

€126.436.506

Lead Manager

2008


CSE Listing

€5.436.720,00

Joint Lead Manager

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RECENT PROJECT PORTFOLIOCAPITAL RAISING & LISTING OF SECURITIES

Ongoing

Lead Manager

ITTL Trade Tourist and Leisure Park Ltd


CSE Listing

Ongoing

Lead Manager


CSE Listing

2008


Convertible Bonds

2013/2018

on CSE and ATHEX

€573.409.701

2008


Bonds 2013/2018

on CSE

€100.000.000

Lead Manager Lead Manager

Ongoing

Lead Manager

GeoGeoGeoGeoGeoGeoGeoGeo --------ShipsShipsShipsShipsShipsShipsShipsShips HoldingsHoldingsHoldingsHoldingsHoldingsHoldingsHoldingsHoldings PlcPlcPlcPlcPlcPlcPlcPlc


CSE Listing

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2007

Public Offer for the

Acquisition of

Lead Manager

2007

Lead Manager

Acquisition of

2007

Lead Manager

Public Offer for 50,01%Independent Advisor

Offer of Acquisition

By

Thalassa Holdings

IndependentAdvisor

2007

2007

IndependentAdvisor

Independent Advice for

Offers for Acquisition

by Hellenic Bank

and SFS Group

2007

IndependentAdvisor

Independent Advice for

Offer for Acquisition

by SFS Group

2007

Lead Manager

Acquisition of

2008


Acquisition of

Lead Manager

RECENT PROJECT PORTFOLIOMERGERS & ACQUISITIONS

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RECENT PROJECT PORTFOLIOMERGERS & ACQUISITIONS

2008


Acquisition of

Lead Manager

Alliance Re

On Going


Acquisition of

Lead Manager

Messrs Charalambos

Antonis and Costas

Papantoniou


Acquisition of

Lead Manager

2008

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KEY TRANSACTIONS 2008CAPITAL MARKETS – LISTING AND RIGHTS ISSUE

• Issue of 24.328.756 new shares of nominal value $0,40 per share at the price of €0,44 per share.

OFFERING

STRUCTURE

IPO

November 2006

Cyprus Stock ExchangeLISTING

• Issue of 161.631.810 nil-paid rights allocated gratis to the existing shareholders in the ratio of 1 right per share.

• Every 5 rights exercised converted into 2 new shares of nominal value $0,20 per share with an exercise price of €0,55 per share.

OFFERING

STRUCTURE

RIGHTS ISSUE

August 2008

Ocean Tankers Holdings Public Company LimitedISSUER

Transaction Summary

Key Highlights

� The first shipping company listed on the Cyprus Stock Exchange

� US$13,4m funds raised through listing process were used for the expansion of the Group fleet

� Since listing, fleet increased from 3 to 16 vessels

� Included in the Athens Stock Exchange FTSE International, from 4th December 2007 onwards

� The first IPO on the CSE since 2001

� IPO funds raised €10,7 million

� Rights Issue funds raised €18,5 million.

Transaction Highlights

IPO November 2006

Rights Issue August 2008

Lead Manager

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KEY TRANSACTIONS 2008CAPITAL MARKETS – CONVERTIBLE BOND ISSUE

Athens / Cyprus ExchangeLISTING

€ 10.50CONVERSION

PRICE

7.5% for Year 1 / 6mEUR+1% Year 2-5INTEREST

100% / 100%ISSUE/

REDEMPTION

PRICE

30 June 2018MATURITY

€573,409,701ISSUE SIZE

Retail and Institutional InvestorsDISTRIBUTION

Unsecured, SubordinatedSTATUS

30 July 2008ISSUE DATE

Ordinary Shares of BOCUNDERLYING

Bank of Cyprus Public Co Ltd (BOC)ISSUER

Transaction Summary

Key Highlights

� On July 15 Bank of Cyprus opened subscriptions based on the final terms of its debut LT2 Convertible Bond issue; the bonds, for a total size up to €573million, were offered by way of rights to existing shareholders and were also marketed in the Greek and Cypriot retail network of BOC and to institutional investors in Europe

� Incremental demand generated from institutional investors and additional subscriptions from retail investors took the total order book into oversubscription by July 29

� The transaction strengthened the capital adequacy of the bank, providing important balance sheet support

� First convertible bond issue in Cyprus after 10 years

� Oversubscribed Issue.

� Raised €573,4 million.

Transaction Highlights2008


Convertible Bonds

2013/2018

Lead Manager

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KEY TRANSACTIONS 2008MERGERS & ACQUISITIONS – PUBLIC OFFER

Secured 92.81% shareholding at the end of acceptance period

RESULT

Completed by 5th December 2008 SQUEEZE OUT

€0,48 per share in cashOFFER

CONSIDERATION

Acquisition by Flagstone Reassurance Suisse SA of up to 100% of Alliance Reinsurance Public Company Limited share capital

PUBLIC OFFER

16 September - 16 October 2008ACCEPTANCE

PERIOD

Alliance Reinsurance Public Company Limited

TARGET COMPANY

Flagstone Reassurance Suisse SAOFERROR

Transaction Summary

Key Highlights

� Flagstone Reinsurance Holdings Limited is a global reinsurance company with a focus on specialty, property, property catastrophe and short-tail casualty reinsurance. Both Flagstone Reinsurance Holdings Limited and its subsidiary Flagstone Reassurance Suisse SA have been rated A- (stable outlook) from A.M. Best and Fitch Ratings and Α3 (stable outlook) from Moody’s Investors Service regarding their financial strength.

� Flagstone Reinsurance Holdings Limited shares are listed on the New York Stock Exchange.

� Secured over 90% shareholding via the Public Offer procedure.

� Effected squeeze out clause and successfully managed to delist target company by the year end.

Transaction Highlights2008


Acquisition of

Lead Manager

Alliance Re

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1. Brief history





6. Advisory Team6. Advisory Team

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Anna Sofroniou, MBA

General Manager

Tel: 2212 1838

E-mail: [email protected]

PROFESSIONAL ADVISORY TEAM

Michalis Yiannikouris, ACA

Investment Banking Associate

Tel: 2212 1806


Ioannis Georgiou, CFA

Head of Capital Markets

Tel: 2212 1841


Stalo Koumidou, MSc


Tel: 2212 1805


Andry Rousou, MBA


Tel: 2212 1840


Constantinos Papanastasiou, CFA

Head of Corporate Finance

Tel: 2212 1846


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DISCLAIMER

Copyright

All rights in the pages and contents of this booklet are reserved by CISCO. No part of this booklet or its contents may be

reproduced or distributed in any form without prior expressed written permission of CISCO.

Disclaimer

Whilst every effort was made to ensure that information contained in this booklet is correct and error-free, no responsibility or

liability can be accepted by CISCO for any loss or damage incurred as a result of relying on information contained in this

booklet. CISCO, its management and staff, any individual or legal entity that has contributed in any way to the preparation,

composition or promulgation of this booklet hereby disclaim any overall liability arising from any inappropriate, improper or

fraudulent use. This document is not intended to be used as a general guide to investing, or as a source of any specific

investment recommendations, and makes no implied or express recommendations. This document does not constitute an

offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to

whom it would be unlawful to make such offer or solicitation. It is the responsibility of any person or persons in possession of

this material to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction, including

MFID compliance. Prospective investors should inform themselves and take appropriate advice as to any applicable legal

requirements and any applicable taxation and exchange control regulations in the countries of their citizenship, residence or

domicile which might be relevant to the subscription, purchase, holding, exchange, redemption or disposal of any

investments.

Further Information

Information about the business of CISCO is regularly made available through official publications, press releases and

publicity. If you do not find what you are looking for in this booklet, please contact us via our website www.cisco-online.com.cy

or by telephone on +357 2212 1800 or write to us at Eurolife House, 4 Evrou Street, PO Box 20597, 1660 Nicosia, Cyprus.

presentation cisco services 4

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