When companies need to raise capital, WHS can be instrumental in raising the required finance by means of listing on the Cairo and Alexandria Stock Exchanges. This is achievable either through a private placement or pre-IPO, selective participation, or an IPO that is open to public subscription.

(a) Business Plan

The preparation of a comprehensive business plan, with the cooperation of the client, is the essential tool for this process. The document encompasses the historic profile, the current scenario and the future plans. WHS uses its expertise to identify any weak points that may affect subscription in the proposed issue.

(b) Party Selection

It is important that WHS makes the appropriate selection of broker, lawyer and accountant who can work together harmoniously. There must exist a synergy between all the parties to ensure the fluency of the whole process.

(c) Due Diligence 

The due diligence process involves the authentication, in association with the client’s external auditors, the last three years’ financial statements. WHS has a qualified team that carries out this function.
 

(d) Information Memorandum

The preparation of the Information Memorandum involves the compilation of all the appropriate information into a prospectus that is easily reviewed and understood by the prospective investors. In some cases this is done in both Arabic and English.

(e) Selection & Allocation

In association with the broker, WHS will assist in the selection of the most suitable investors as well as allocating the shares in the most appropriate manner. The existence of an extensive data base with clients’ profiles is central to this task.

 

Senior staff members have compiled an extensive database of clients for sourcing equity, project and venture capital finance. This is augmented by the experienced research and corporate finance team who is adept at preparing the relevant feasibility studies and reports.

This is the preparatory stage when a general review of the proposed finance is carried out to identify any flaws. Also, the structure is agreed upon with the client and preliminary discussions are held with the potential investors/lenders. This gives an early feel of the viability of the finance as well as a possibility to remedy any problems.

(b) Financial Analysis

The Corporate Finance Division prepares the necessary analysis using various models to include cash flow forecasts and a comprehensive financial proposal for submission to the investors.

(c) Sourcing

Using the database, WHS will compile a list of potential sources of funding. These investors will be reviewed and a short list drawn up to minimize unnecessary exposure and avoid time wasting.

(d) Debt Restructuring

Through our professional staff’s business acumen, WHS has introduced to the Egyptian market a debt restructuring technique that is considered innovative. The use of forfaiting as a tool for debt restructuring comprises the incorporation of existing debt, plus accrued interest, into a negotiable instrument that is avalized (guaranteed) by the lending bank and then sold at a discount in the international market place. This creates liquidity for the lending bank as well as allowing the corporate some breezing space to improve their financial position.

(e) Selection & Allocation

Once the investors have been identified, any last minute hiccups will be dealt with in order to achieve a successful conclusion of the transaction.

 

The forfaiting concept involves the discounting of bills of exchange, promissory notes and deferred payment letters of credit to finance trade transactions. In many cases the use of such negotiable instruments is cheaper than traditional trade finance methods. WHS’s experienced staff puts it in good stead to enable it to be a market leader in the packaging of such trade finance transactions.

This is a key function in view of the current privatization program adopted by the Egyptian Government and the increasing tendency amongst the private business groups to collaborate to seize larger market share. To this end WHS, as part of the First Investment Banking Consortium, has been short listed by the Office of Public Enterprise for the handling of the privatization issues with the competent governmental institutions. This stems a closer coordination with large venture capitalists locally and abroad to engineer significant mergers and acquisitions that will witness growing lucrative business opportunities in Egypt and within the neighboring region.

In consultation with the investor, WHS will identify the most suitable corporate entity that is ripe for a takeover. This is important as the privatization program for the next few years includes over 300 public sector companies and it is not possible to effectively evaluate every one of them.

(b) Strategy

Once the target has been identified, WHS along with the client will formulate a formal bid strategy. The corporate finance team will begin assessing the fair market value of the target along with identifying the synergies, if any, that exists between the investor and the target company. Special care will be administered to clarify any additional investment, over and above the purchase price, required to allow the company to operate at its optimum capacity.

(c) Negotiation

This is the most sensitive part of the whole process and WHS’ track record puts it in good stead to negotiate, on behalf of the investor, with the relevant authority. The aim here is to obtain the most favorable terms for the investor, especially regarding labor considerations and terms of finance.

(d) Due Diligence

A full due diligence of the financial statements of the company for the past three years will be carried out and may also include site visits and inventory audit if so required. This process has already been carried out for the sale of various retail outlets that are targets for privatization in the near future.

(e) Technical Support

Assist the investor to establish control and reporting systems which will ensure the full knowledge of the activities of the target.

 

This is the other side of the coin whereby WHS represents and acts on behalf of the selling part, be it private or a governmental body or holding company. The key factor here is optimizing the sale price of the business while protecting the seller if they choose to maintain a minority stake.

This is the process of identifying the strategy that should be adopted in terms of price, time scale and percentage to be sold. A pragmatic view has to be taken to ensure that the client is fully aware of any possible snags that may be encountered.

(b) Ground Work

If at all practical, WHS may suggest improvements to the company which will increase its value. A thorough review of the business is undertaken to quantify its intrinsic value and recommendations will be made to enhance this value.

(c) Information Memorandum

In coordination with the shareholders and the company’s management, the WHS team will prepare a comprehensive Information Memorandum that covers all facets of the company’s activities.

(d) Selection

This is the process whereby we capitalize on our data to identify potential purchasers and establish a short list of the most suitable candidates. A systematic calling program is then established and this bidding process is likely to enhance the selling process.

(e) Negotiation

Time is taken to identify the resources and objectives of the potential purchasers to ease the selection process. It is quite normal to allow the prime candidate an exclusivity period to complete the purchase procedures.

(f) Due Diligence

The aim here is to facilitate the due diligence process by preparing all the necessary audit, financial and other information in advance. Also we will attempt to minimize any potential problems.

 

WHS provides specific reviews for its clients, be they corporates, financial institutions or institutional/private investors. These reviews aim to provide answers to specific questions or solutions to particular problems as exemplified by the following:    

• Study of current and forecast profitability
• Identification of project viability
• Establishment of resource requirements                                                  
• Review of accounting and information systems
• Structuring of new companies including tax advise

The terms of reference are drawn up in collaboration with the client to establish the magnitude and cost effectiveness of the review in relation to the size of the business.

(b) Information Gathering

WHS staff, with the assistance of other experts if required, gather all the relevant information required to yield an informed opinion. Clearly the time frame depends on the magnitude of the terms of reference.

(c) Detailed Review

This process entails the number crunching and processing of the data gathered. Further information may be required to complete the picture.

(d) Sensitivity Analysis

Our staff perform sensitivity analysis using established computer models as well as home grown models formulated internally to substantiate financial forecasts.

(e) Progress Reports

Due to time and monetary constraints, full progress reports and/or meetings are held to establish that the review is following the agreed structure and to review the terms of reference as the case progresses.

(f) Final Report

This involves the compilation of the information as well as the sensitivity study to provide an integrated report with the relevant recommendations.

(g) Monitoring

If part of the terms of reference, WHS will periodically revisit the issues  to evaluate progress.

 

A key area of expertise is the evaluation of corporate entities in anticipation for a merger, acquisition, IPO or disposal.

In collaboration with the client, WHS will agree upon the suitable method of valuation to serve the purpose of the findings. This involves recommending various methods for comparative purposes.

(b) Start-up Situations

The company has in-depth knowledge of start-up situations that is augmented by a license to establish corporate entities in Egypt.

(c) SWOT Analysis

The evaluation of an enterprise is carried out in conjunction with the particular industry it is involved in. This is done by evaluating the strengths, weaknesses, opportunities and threats.

(d) Reporting

A complete report is prepared to provide information and support for the clients in their negotiations. It is possible to be involved in the actual negotiations either on behalf of or with the client.

 

Joined Nile Stock Exchange (the First Mid and Small Cap Market ), the mid and small cap companies that qualify to get listed on Nilex are those company capital is less than L.E 25 million.

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