UACN SHAREHOLDERS FORUM

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(No Transcript)
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UACN SHAREHOLDERS FORUM JANUARY 26, 2005
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Who is the Foreign Shareholder?
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- A Leading Emerging Markets Private Equity Firm

• 55 years experience investing in emerging markets
  companies as Actis or CDC and before that as the
  Commonwealth Development Corporation
• Management buyout from CDC Group plc in 2004 60
  owned by management, 40 UK Government
• 96 professionals in 19 offices in Asia, Africa
  and Latin America
• 26 partners with 6 years average experience at
  Actis
• Over US2bn funds under management

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is the Leading Private Equity Investor in Africa

• Over 55 years of investment experience
• 23 investment professionals in eight offices
• Average team private equity experience of seven
  years
• Track record of successful investment (US75-100m
  per year)

Cairo
Casablanca
Abidjan
Lagos
Nairobi
Dar es Salaam
Lusaka
Joburg
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Sector Focus

• Telecoms
• Mining, oil gas
• Financial institutions
• Manufacturing
• Food retail
• Property
• Privatisations / infrastructure

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How does
add Value
Strengthens Corporate Governance

• El Rashidi El Mizan, Egypt
• Flamingo Holdings, Kenya

• Protea, South Africa
• Celtel, pan Africa

• DFCU, Uganda
• Medscheme, South Africa

• Platmin, South Africa
• TRAC, South Africa

Attracts Further Capital
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Recent African success stories
REALISED
REALISED
TRAC
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in Nigeria

• West Africa Region run from Nigeria
• Office re-established in 2000 in response to
  return to democracy
• Focused initially on understanding the market and
  identifying possible opportunities

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in Nigeria recent investments

• Recent Investments in the Past 12 months are
• The Palms Shopping Centre Nigerias first
  international standard retail centre
  US40million commitment
• Starcomms Actis capital will provide
  US20million plus to help fund growth
• UAC of Nigeria Plc Actis Capital proposes up
  to US25million to help fund growth
  (Proposed)

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How will Actis Investment Add Value to UACN?
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in UACN

• Actis as an international company will help to
  reinforce the companys reputation for good
  corporate governance and business principles.
• Actis will give us access to their network
  allowing UACN to forge necessary and relevant
  technical alliances for our various businesses
  (access to technology, systems and world class
  processes).
• Additional Actis capital will allow us to
  actualise our growth potentials, confer critical
  mass, provide influence and leverage to define
  competitive agenda in key markets.

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in UACN

• Ungear our business through substantial reduction
  in our borrowing thus freeing up earnings for
  distribution to shareholders and retention to
  finance further growth.
• Actis Board representation will help in
• Setting out and supporting the implementation of
  appropriate business strategies
• Providing international and industry best
  practice insights to board debates
• Managing the risks facing the business

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Why Did We Not Disclose Information on the
Proposed Investment Earlier?
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Disclosure

• At the time of Rights Offer via Rights Circular
  dated 2nd September 2004, we had discussions but
  no deal.
• Disclosure of an unfinalised discussion had
  significant reputation risk for the company if a
  deal did not materialise.

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Disclosure

• Rights Offer of 1 (one) new ordinary share for
  every 4 (four) existing ordinary shares held
  still left a wide gap in our capital requirement
  of N5billion to implement our 2004 2006 plans.
  The additional capital requirement was stated in
  the Chairmans letter of 2nd September, 2004
  contained in the Rights Circular.
• At that time the conservative nature of the Offer
  was viewed by the Board as both realistic and
  appropriate given the high clutter in the
  IPO/Capital Market in the last six months.

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Disclosure

• Clearly there was a need to mitigate the risk of
  high under subscription and possible outright
  offer cancellation given the circumstances.
• Confirmation of Actis firm offer was received
  during the offer with payment made to issuing
  house - FCMB CAPITAL MARKETS.

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What will UACN Do With Additional Funds?
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Use of Additional Funds

• As indicated earlier our estimated funding
  requirement for effective execution of our plans
  2004 2006 is N5billion
• Estimated net proceeds from Right Offer is
  N2.7billion, to be used 60 for expansion and 40
  for debt reduction.
• We are still short by N2.3billion of our funding
  requirement.
• If the proposed investment is approved, we will
  realise N1.7bn, still leaving a shortfall of
  N0.6bn, which will be generated internally from
  operations.

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Use of Additional Funds

• Management intends to use the additional proceeds
  of N1.7bn as follows
• Further reduction of borrowing N0.8bn
• Further development of Innscor Franchised Brands
  N0.3bn
• Capacity improvements in existing businesses
  N0.3bn
• IT and upgrade of financial systems and controls
  N0.3bn
• We are confident that significant opportunities
  exist for us to enjoy first mover advantage in
  our food offerings in key cities where we are not
  currently present and in some, where critical
  mass will ensure scale and scope of economies.

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Going Forward
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The Future

• UACN is a GOOD company but it can become a GREAT
  one.
• For the reasons stated earlier, we need this
  additional investment.
• In the 80s and early 90s UACN was the most
  capitalised stock. Today, it is not even in the
  top ten. Our near-term strategy is to get there.
• UACN needs to secure a strategic partner/investor
  which can engage its international network and
  people to add value to the business and assist in
  development of its management team.

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The Future

• The Board and Management are driving to deliver
  improved shareholder returns through a
  combination of dividends and share price growth.
• Actis investment represents a laudable foreign
  direct investment in Nigeria. A clear vote of
  confidence in our business and its future.
• The investment is a financing window which will
  be instrumental in creating value for our
  stakeholders (customers, shareholders, employees
  etc.)

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The Future

• We ask you to share our confidence, optimism and
  passion for the business as we drive to achieve
  our goals and deliver value.
• Lets place UACN on a sound strategic and
  financial pedestal as it enters a new stage of
  its development.
• Lets take UACN to the Next Level A Great
  Company.

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THANK YOU!!!