Phaunos Timber Fund The Way forward Presentation for shareholders - - PowerPoint PPT Presentation

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Phaunos Timber Fund The Way forward Presentation for shareholders - - PowerPoint PPT Presentation

Phaunos Timber Fund The Way forward Presentation for shareholders and analysts 24 June 2014 1 Important Information This presentation is the confidential property of Phaunos Timber Fund Limited (PTF). By attending the meeting where this


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1

Phaunos Timber Fund The Way forward

Presentation for shareholders and analysts 24 June 2014

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Important Information

2

This presentation is the confidential property of Phaunos Timber Fund Limited (PTF). By attending the meeting where this presentation is made, or, where this presentation has been sent or provided to you, by reading this presentation, you agree to be bound by the following limitations: This presentation has been prepared by PTF for information purposes only and solely for use by you . Phaunos is a Guernsey domiciled Authorised Closed-ended investment scheme pursuant to section 8 of the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended and rule 6.02 of the Authorised Closed-ended Investment Schemes Rules 2008. The ordinary shares of Phaunos are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market and are listed on the Channel Islands Stock Exchange. This presentation is an advertisement, not a prospectus, and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, Shares or any securities whatsoever in any jurisdiction, including the United States, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever in any jurisdiction, including the United States. This presentation, and the information contained herein, is not for viewing, release, distribution or publication into or in the United States or any other jurisdiction where applicable laws prohibit its release, distribution or publication. This presentation and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). The Shares have not been and will not be registered under the Securities Act or the US Investment Company Act of 1940, as amended (the “Investment Company Act”) or with any securities regulatory body or any state or other jurisdiction in the United States and, subject to certain exceptions, may not be offered or sold in the United States or to or for the account or benefit of US persons (as such term is defined in Regulation S under the Securities Act) absent registration under the Securities Act or an applicable exemption from such registration. The Fund does not intend to conduct a public offering of securities in the United States. This presentation does not constitute a recommendation regarding the Shares. All opinions and estimates in this presentation are based on the opinion of PTF. No reliance may be placed for any purpose whatsoever on the information contained in this presentation (including, without limitation, the target returns and target volatility) or on its accuracy, fairness, correctness or completeness. The information set out herein may be subject to updating, revision, verification and amendment and such information may change materially. Neither the Fund, the Fund’s joint corporate brokers VSA Capital Limited (“VSA”) and Winterflood Investment Trusts (“Winterflood”) nor any of such persons’ affiliates or their respective advisers, members, directors, officers, representatives, consultants, intermediaries or employees (together “Representatives”) are under any obligation to update or keep current the information contained in this presentation or in any oral presentation to which it relates and any opinions expressed in them are subject to change without notice. No representation or warranty, express or implied, is given by or on behalf of the Fund, VSA or Winterflood or any Representative or any other person as to the accuracy, fairness, correctness or completeness of the information or opinions contained in this presentation and no liability whatsoever (in negligence or otherwise) is accepted by the Fund, VSA or Winterflood or any Representative or any other person for any loss howsoever arising, directly or indirectly, from any use of, or reliance upon, this presentation

  • r its contents, or otherwise arising in connection therewith. The information in this presentation has not been independently verified and may contain information from third party sources. The figures contained in this presentation in respect of the period from

1 January 2014 are unaudited. Prospective investors should not treat the contents of this presentation as advice relating to legal, taxation or investment matters, and are solely responsible for making their own assessments concerning these and other matters, including assessing the Fund, the merits of investing and the risks in light of their own financial circumstances and investment aims and taking account of any laws and/or regulations that apply to them. Prospective investors are advised to conduct their own due diligence and to read the Prospectus in its entirety before making any decision to invest. All investments are subject to risk, including the loss of principal amount invested. The value of the Shares, may go down as well as up. Past performance is no guarantee of future returns and there can be no guarantee that the Fund will achieve comparable

  • results. Targeted performance is not indicative of future results and there can be no assurance that targeted returns will be met. An investment in the Fund is speculative and involves a substantial degree of risk, including the risk of total loss. Prospective

investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. Depending on the currency of the prospective investor, currency fluctuations may adversely affect the value of the investments and the income therefrom. Certain information contained in this presentation constitutes “forward-looking statements”, which can be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “target”, “intend”, “continue”, or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or actual performance of the Fund may differ materially from those reflected in such forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Each of the Fund and the Representatives (i) disclaim any obligation to update their view of such risks and uncertainties, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly announce the result of any revisions to the forward-looking statements made herein, except where it would be required to do so under applicable law or regulation and (ii) disclaim any liability for any failure to meet forecasts, projections or targets. Forward-looking statements contained in this presentation that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. Prospective investors should not place undue reliance

  • n forward-looking statements, which speak only as of the date of this presentation. Forecasts, projections or targets are indicative only and not guaranteed in any way. Further, any such forward looking statements shall not be construed as budgets.

While the performance of the Fund may have been compared with the performance of certain indices, these indices have not been selected to represent appropriate benchmarks of the Fund. The Fund’s holdings may differ significantly from securities comprised in the indices. Also, the performance and volatility of the indices may be materially different from that of the investments of the Fund. All performance results are estimates. In receiving any information relating to the Fund (whether in written or oral form), including the information in this presentation, you will be deemed to have represented and agreed for the benefit of the Fund, VSA and Winterflood and the other legal and financial advisers acting in the placing (i) that you will only use such information for the purposes of discussions with VSA and/or Winterflood, (ii) to hold such information in strict confidence and not to disclose it (or any discussions with any of VSA, Winterflood

  • r the Fund relating to any placing of Shares) to any person, except as may be required by law, regulation or court order, (iii) not to reproduce or distribute, in whole or in part, (directly or indirectly) this presentation or any of the information it contains without

the prior written approval of PTF, (iv) that you will comply with all laws applicable to possessing such information, including without limitation securities laws, insider trading laws, market abuse regulations and applicable regulations and recommendations of the UK Financial Services Authority or any other relevant regulator, and (v) that you are permitted, in accordance with all applicable laws, to receive this presentation. The promotion of the Fund and the distribution of this presentation in the United Kingdom is restricted by law. Accordingly, this presentation and its contents is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate, or (ii) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), or (iii) high net worth companies, unincorporated associations or partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) provided that in the case of persons falling into categories (ii) or (iii), this presentation is only directed at persons who are also “qualified investors” as defined in section 86 of the Financial Services and Markets act 2000 (each a “Relevant Person”). Persons of any other description, including those who do not have professional experience in matters relating to investments, should not rely on or act upon this presentation or its contents. You represent and agree that you are a Relevant Person. Any dispute, action or other proceeding concerning this presentation shall be adjudicated within the exclusive jurisdiction of the courts of Guernsey. All material contained in this presentation (including in this disclaimer) shall be governed by and construed in accordance with the laws of Guernsey. By attending or by reading this presentation, it is acknowledged that the prospective investor will be solely responsible for its assessment of the Fund and will conduct its own analysis and be solely responsible for forming its own views of the future performance

  • f the Fund and the prospective investor agrees to be bound by the limitations of this disclaimer.
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Agenda

  • Overview and background
  • Stafford report on properties
  • Management alternatives and decision to appoint Stafford
  • Planned management structure
  • Governance
  • Conclusions

3

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Phaunos Timber Fund Absolute Price & NAV Performance Since Inception

4

Source: Thomson Reuters

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Consideration of changed situation

  • Maintenance of ongoing management
  • Independent investigation of assets
  • Exploration of skills within board/organisation
  • Exploration of management constraints and options
  • Discussion of Continuation Vote
  • Investigation of alternative futures

5

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Authorised and Regulated by the Financial Conduct Authority in the UK and ASIC Exempt in Australia under Class Order 03/1099

The information in this document does not represent investment advice and should not be relied upon for investment decisions. The contents of this report are based on the site inspections carried out by Stafford which included all the Phaunos properties apart from Green China and on the materials and documentation provided to Stafford by Phaunos. This presentation has been written solely for the board of Phaunos (the “Board”) and its advisors to enable the Board to undertake a strategic review of the business and activities of

  • Phaunos. No representation or warranty, express or implied, is made as to the accuracy, completeness or correctness of any information

in this document. Stafford accepts no liability whatsoever to shareholders of Phaunos, whether current or future, in respect of this report

  • r otherwise.

Phaunos asset review

Presentation by Stafford Timberland Limited

24 June 2014

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Presentation overview

  • 1. An introduction to Stafford Timberland
  • 2. Portfolio review – an assessment of portfolio risk
  • 3. Cashflow review – short term (2014) and medium term (2015-2020)
  • 4. Valuation review – an assessment of key valuation assumptions
  • 5. Strategy & outlook – reducing portfolio risk and managing cashflows

7

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USD 1.5bn AUM

Interests in over 138 timberland assets worldwide

23 institutional investors across 7 comingled funds & one co-investment

Investment team of 10 with offices in London, Sydney & New Hampshire USA

An introduction to Stafford Timberland

Stafford & Phaunos portfolio locations

Stafford assets Phaunos assets

8

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SLIDE 9

Presentation overview

  • 1. An introduction to Stafford Timberland
  • 2. Portfolio review – an assessment of portfolio risk
  • 3. Cashflow review – short term (2014) and medium term (2015-2020)
  • 4. Valuation review – an assessment of key valuation assumptions
  • 5. Strategy & outlook – reducing portfolio risk and managing cashflows

9

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Higher Risk Medium Risk Lower Risk Productivity Risk new species, greenfield known species, greenfield known species, 2nd rotation Market Risk single product, single buyer,

  • r

new markets to be developed single product, multiple buyers multiple products, multiple buyers Cashflow Risk greenfield, or >10 years from harvesting young estate, or >5 years from harvesting even aged or mature estate,

  • r

< 5 years from harvesting Sovereign Risk higher risk of gov. intervention, complicated legal system medium risk of gov. intervention, good but difficult legal system low risk of gov. intervention, transparent legal system Liquidity at Exit Risk isolated estate with limited markets, or low HBU part of broader estate with moderate markets, or medium HBU part of broader regional estate, multiple markets, or high HBU Infrastructure Risk no port and no processing

  • perations

port or single processing

  • peration

port and single/multiple processing operations Overall Rating = 4 or more rated as higher risk, or = 3 higher risk & 1 or more medium risk = 4 or more rated as medium risk, or = 3 medium risk & 1 higher, 1 lower risk = 4 or more rated as lower risk, or = 3 lower risk & 2 or more medium risk Higher Risk Medium Risk Lower Risk Productivity Risk new species, greenfield known species, greenfield known species, 2nd rotation Market Risk single product, single buyer,

  • r

new markets to be developed single product, multiple buyers multiple products, multiple buyers Cashflow Risk greenfield, or >10 years from harvesting young estate, or >5 years from harvesting even aged or mature estate,

  • r

< 5 years from harvesting Higher Risk Medium Risk Lower Risk Productivity Risk new species, greenfield known species, greenfield known species, 2nd rotation

Portfolio review, qualitative risk assessment

10

Higher Risk Medium Risk Lower Risk Productivity Risk new species, greenfield known species, greenfield known species, 2nd rotation Market Risk single product, single buyer,

  • r

new markets to be developed single product, multiple buyers multiple products, multiple buyers Sovereign Risk Liquidity at Exit Risk Infrastructure Risk Overall Rating

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Portfolio review, key points

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The Phaunos portfolio has:

A relatively high percentage of higher risk assets (36%)

A large proportion of greenfield ‘venture capital’ style investments

Is reliant on several mature timberland assets for annual cashflows and these assets are subject to export

  • r single product market risk

Has good quality timberland assets in Matariki, Aurora Forestal and Mata

  • Mineira. Combined these assets

represent 56% of the Net Asset Value (NAV) and represent a solid base upon which to build out the Phaunos portfolio

Phaunos portfolio risk summary Dec 2013 (by NAV) Medium Risk 29% Aurora Forestal Mata Mineira Pradera Roja Higher Risk 36% Eucateca Green Resources Green China GTFF Lower Risk 35% Matariki

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2 4 6 8 10 12 14 16 2006 2007 2008 2009 2010 2011 2012 2013 cubic metres China Korea Japan India

Lower risk timberland asset - Matariki

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New Zealand log exports by country of destination (m3) New Zealand A grade sawlog prices (USD/m3)

0.0 20.0 40.0 60.0 80.0 100.0 120.0 140.0 160.0 180.0 Mar-97 Mar-98 Mar-99 Mar-00 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06 Mar-07 Mar-08 Mar-09 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 USD / m3 A Grade CIF Equivalent - USD/ m3

Matariki:

Is the entire 35% (NAV) of lower risk assets in the Phaunos portfolio

Is a high quality timberland asset

Has benefitted from strong domestic and export markets

Has a mature well spread age class

Second rotation sites of known productivity

Performance is subject to export demand which can be volatile

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Risk criteria Rating Comments Productivity Risk Low Known species, mature trees Market Risk Low Multiple products, multiple buyers Cashflow Risk Medium Correlated to volatile export market prices Sovereign Risk Low Low risk of government intervention Liquidity at Exit Risk Low Mature estate that is part of a broader regional estate Infrastructure Risk Low Multiple port, multiple processing operations Overall Rating Low Known species, mature estate, multiple products, multiple markets

Lower risk timberland asset - Matariki

13

Matariki qualitative risk assessment

Matariki is a strong cornerstone investment for Phaunos

Currently working through an age class gap with volumes expected to increase after 2016

Variable export markets can lead to cashflow and valuation volatility

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50 100 150 200 250 300 Jan-06 Apr-06 Jul-06 Oct-06 Jan-07 Apr-07 Jul-07 Oct-07 Jan-08 Apr-08 Jul-08 Oct-08 Jan-09 Apr-09 Jul-09 Oct-09 Jan-10 Apr-10 Jul-10 Oct-10 Jan-11 Apr-11 Jul-11 Oct-11 Jan-12 Apr-12 Jul-12 Oct-12 Jan-13 Apr-13 Jul-13 BRL /MDC2 (Charcoal cubic metre)

Brazil

Medium risk timberland asset – Mata Mineira

14

Brazil - Minas Gerais, harvest volumes for charcoal (m3) Brazil - Minas Gerais, charcoal prices BRL/MDC2

Mata Mineira:

Is 14% of the Phaunos NAV and almost half of the 28% of the medium risk assets in the portfolio

Is a high quality eucalypt plantation estate with excellent growth rates

Currently market supply exceeds demand

Has the potential to produce 400,000 m3 per annum but harvesting is limited by market access to between 130,000 m3 and 235,000 m3

5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 35,000,000 40,000,000 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Wood Consumption (m3 RWE) Merchant Pig Iron Integrated Steel Companies Fiber Alloys Others

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Criteria Rating Comments Productivity Risk Low Known species, mature trees Market Risk Medium Single product, multiple buyers in an oversupplied market Cashflow Risk Medium Mature even aged estate, but oversupplied market Sovereign Risk Medium Medium risk of government intervention Liquidity at Exit Risk Low Mature estate that is part of a broader regional estate Infrastructure Risk Medium Mutliple markets but all >350km. Charcoal production partners needed to improve market access. Overall Rating Medium Known species, mature estate, single product, oversupplied market

Medium risk timberland asset – Mata Mineira

15

Mata Mineira qualitative risk assessment

Mata Mineira has the potential to provide consistent annual cashflows

Production is focused on a single product (charcoal) in an oversupplied market

Mata Mineira provides diversification to the Phaunos portfolio

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200 400 600 800 1000 1200 1400 4-15 15-20 20-25 25-30 30-40 40+ BRL/m3 Para Brz MG Brz MG2 Brz CA1 CA2 CA3 MG3 Brz CA4 Euc Dec 13

Brazil

Higher risk timberland asset – Eucateca

16

Eucateca teak valuation log price benchmarks BRL/m3

Eucateca:

Is 12% of the Phaunos NAV and a third

  • f the 36% of the higher risk assets in

the portfolio

Greenfield eucalypt and teak plantations

Variable plantation quality due to poor early survival

Eucalypts approaching maturity and new markets need to be developed

Teak plantations very young and of small scale

Comparison of plantation teak and native teak

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Higher risk timberland asset – Eucateca

17

Eucateca qualitative risk assessment

Criteria Rating Comments - teak Productivity Risk High A developing species on greenfield sites Market Risk High Developing international markets but undeveloped regional markets Cashflow Risk High Greenfield and >10 years from harvesting Sovereign Risk Medium Medium risk of government intervention Liquidity at Exit Risk High Part of a broader estate with limited markets and low HBU Infrastructure Risk High Limited local value adding, single port that is >1,600km by road/rail Overall Rating High Greenfield asset with a single export market that is still to develop. Criteria Rating Comments - eucalypts Productivity Risk Medium Known species but greenfield sites Market Risk High Single product, single market and markets need to be developed Cashflow Risk High Single aged estate with markets to be developed Sovereign Risk Medium Medium risk of government intervention Liquidity at Exit Risk High Relatively isolated estate with limited markets Infrastructure Risk High Limited access to harvesting contractors and processing operations Overall Rating High Greenfield sites with non-specific product market

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Presentation overview

  • 1. An introduction to Stafford Timberland
  • 2. Portfolio review – an assessment of portfolio risk
  • 3. Cashflow review – short term (2014) and medium term (2015-2020)
  • 4. Valuation review – an assessment of key valuation assumptions
  • 5. Strategy & outlook – reducing portfolio risk and managing cashflows

18

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2 4 6 8 10 12 14 FourWinds (Nov 2013) Phaunos (April 2014) STL High STL Low USD m Mata Mineira Eucateca

Cashflow review – short term revenue forecast

19

Potential reduction in revenues from Eucateca & Mata Mineira (USD m)

FourWinds 2014 revenue forecast considered to be optimistic

Mata Mineira and Eucateca 2014 forecast revenues likely to reduce from USD 13m to between USD 3m to 6m due to limited market access

Removal of FourWinds has reduced management expenses by USD ~3.0m

Potential for additional management savings of between USD 1.0m to USD 3.0m

It is important that annual costs are largely met by annual revenues

Asset sales should not be relied upon for covering annual operating costs

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Cashflow review – 2015 to 2020

20

The Phaunos portfolio includes a number of timber assets with mature or maturing age class profiles

Assuming the necessary cost reductions are put in place, net annual cashflows are expected to improve in the period 2015-2020

The extent of this improvement is highly variable and dependent upon

Ongoing strength of New Zealand export log markets (Matariki)

The development of new log markets (Eucateca)

Increasing market access for eucalypts into an oversupplied charcoal market (Mata Mineira)

The profitability of sawn timber operations (GTFF and Aurora Forestal)

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SLIDE 21

Presentation overview

  • 1. An introduction to Stafford Timberland
  • 2. Portfolio review – an assessment of portfolio risk
  • 3. Cashflow review – short term (2014) and medium term (2015-2020)
  • 4. Valuation review – an assessment of key valuation assumptions
  • 5. Strategy & outlook – reducing portfolio risk and managing cashflows

21

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Valuation review

22

Criteria assessed for each asset in our valuation review included:

Growth rate assumptions

Harvest volume assumptions

Log price assumptions – starting point and modelled price increases

Market development assumptions

Valuation methodology - Sales comparison, liquidation/cost and discounted cashflows

Discount rates

Possible reasons why the market price might be more or less than the appraisal forecast Each valuation was then assessed in terms of whether it was considered conservative, realistic or has high potential for variation

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Valuation review

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Valuation assessment results Asset NAV Dec 2013 % change in NAV 2012 -2013 Appraisal

  • pinion

Comment Matariki 144.8 +19% Realistic Appraisal metrics are in the range expected for NZ Aurora Forestal 31.3

  • 14%

Realistic Conservative log price and timberland discount rate assumptions Mata Mineira 58.8

  • 31%

Realistic Realistic log price assumptions given present market oversupply Pradera Roja 29.3 +14% High variability Uncertainty over planted area, growth rates and markets Eucateca 51.8

  • 5%

High variability Unconstrained woodflows in a market that is yet to develop Greenwood Tree Farm 36.2 +4% High variability Valuation assumes continued increases in average log/lumber recovery rates. Green Resources 49.7

  • 49%

High variability No external third party appraisal to date. Considerable variability around growth rates and markets Total NAV reviewed 401.9 0.0%

Portfolio has had a large amount of valuation volatility

Higher risk assets typically have higher levels of appraisal uncertainty

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Valuation review

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2013 reduction in Net Asset Value (NAV) most notable in higher risk assets

NAV upside in short term associated with lower and medium risk assets and potential for NAV downside on higher risk assets

A forced liquidation value could be more than 30% below the 2013 NAV, noting that Stafford’s review did not include the development of a detailed valuation model and the estimate provided is based on experience and our assessment of the underlying asset valuations

100 200 300 400 500 600 2012 NAV 2013 NAV Indicative Forced Liquidation USD m Low/Medium risk assets High risk assets Other

Phaunos NAV, Actual & Forecasts (NAV USD m)

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SLIDE 25

Presentation overview

  • 1. An introduction to Stafford Timberland
  • 2. Portfolio review – an assessment of portfolio risk
  • 3. Cashflow review – short term (2014) and medium term (2015-2020)
  • 4. Valuation review – an assessment of key valuation assumptions
  • 5. Strategy & outlook – reducing portfolio risk and managing cashflows

25

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SLIDE 26

Strategy & Outlook

26

Recommendations to the Phaunos board include:

Reducing corporate expenses, operating expenditure and capital costs so to align with annual revenues

Maintaining cash reserves of two times annual operating costs

Rebalancing the portfolio through the sale of some of the higher risk assets

Implementing independent annual valuations across all assets and requesting appraisers to undertake sensitivity analysis around key valuation assumptions

Developing a flexible portfolio cashflow model to assist with divestments and estate planning

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SLIDE 27

Strategy & Outlook

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In summary the Phaunos portfolio

Has a relatively high percentage of higher risk assets

Is reliant on several mature timberland assets for annual cashflows and these assets are subject to export or single product market risk

Has good quality timberland assets in Matariki, Aurora Forestal and Mata Mineira. Combined these assets represent 56% of the net asset value and represent a solid base upon which to build out the Phaunos portfolio Looking ahead

Subject to cost reductions and the prevailing market conditions, cashflows should improve over the period 2015-2020

Valuations for the lower and medium risk assets are considered to be realistic although appraisal variability should be expected for the higher risk assets

Rebalancing the portfolio through the sale of some of the higher risk assets and, subject to board and shareholder support, rebuilding out the portfolio with lower risk, higher yielding assets

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SLIDE 28

Authorised and Regulated by the Financial Conduct Authority in the UK and ASIC Exempt in Australia under Class Order 03/1099

The information in this document does not represent investment advice and should not be relied upon for investment decisions. The contents of this report are based on the site inspections carried out by Stafford which included all the Phaunos properties apart from Green China and on the materials and documentation provided to Stafford by Phaunos. This presentation has been written solely for the board of Phaunos (the “Board”) and its advisors to enable the Board to undertake a strategic review of the business and activities of

  • Phaunos. No representation or warranty, express or implied, is made as to the accuracy, completeness or correctness of any information

in this document. Stafford accepts no liability whatsoever to shareholders of Phaunos, whether current or future, in respect of this report

  • r otherwise.

Phaunos asset review

Presentation by Stafford Timberland Limited

24 June 2014

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SLIDE 29

Criteria of comparison

  • Southern Hemisphere management expertise in particular Brazil
  • Cultural Alignment/investor communication
  • Location
  • Investment management record
  • Cost both of transition and of management
  • Timescale/Potential readiness
  • Tax/Regulation

29

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SLIDE 30

Comparison of In House, Stafford and TIMO

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Comparison In House Stafford Alternatives

Timescale/Potential readiness Up to 6 months to recruit CEO plus familiarisation time Immediate: Existing knowledge of assets Up to 6 months selection of manager plus familiarisation time Costs of management FourWinds1.5% of NAV i.e $6.3 million at current NAV including contribution to accountancy of approx $1 million Current team $900,000 plus bonus 0.35% of Market Cap $875,000 with Market Cap at $250 million. Plus share options Indicative estimate .75% of NAV US Tax $100,000 $3.15 million at NAV of $420 million CEO/CFO $400,000 Plus performance fee Potential severance costs following recruitment of CEO Transition cost up to $600,000 Transition costs in excess of $600,000 Accountancy, head office administration

  • f subsidiaries; approx $4.3 million,

including $1 million contribution in management fee Including accounting, administration costs of quote and head office steady state target (from 2015) under $3 million Including accounting, administration costs of quote and head office steady state target (from 2015) under $3 million Including accounting, administration costs of quote and head office steady state target (from 2015) under $3 million Investor relations Base case. Too reliant on board Substantial experience of communicating to UK investors Good experience in US (but US fund raising exposes fund to US regulation) Southern Hemisphere Forestry Expertise Adequate Good and recruiting additional specialist staff in South America Variable but in some cases excellent. Principally US focused Location/cultural issues Would need to resolve Guernsey/US tension London/Boston/Australia/South America good fit for management purposes Likely to maintain transatlantic logistical challenge Depth and security of management Small team with limited depth of skills. Success dependent on few individuals and unknown CEO Some depth of skills Large teams in some cases Note: All figures, unaudited estimates

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SLIDE 31

Terms with Stafford

31

Element Term Base fee 0.35% of market capitalisation Warrants 30 million issued in 3 tranches over 3 years Strike price 50c, 58c, 63c Vesting period 5 years, 4 years, 3 years Non continuance 1% of market capitalisation + 2% of surplus in excess of strike prices above Termination Without cause on 6 months notice

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SLIDE 32

32

Moving forwards

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SLIDE 33

Governance

33

  • Retention of control of accountancy and administration
  • 6 month notice period
  • Alignment of interests- Share price based fees.
  • Reversion to Exec/Non-Exec structure.
  • Continuation vote
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SLIDE 34

Going Forward

34

  • Operational: i) Control of Costs/ Cash (short term borrowing)

ii) Portfolio Risk reduction/sales iii) Focus on forest management

  • Communication: Improved investor communication with managers
  • Awareness of continuation vote.
  • Building a soundly based, well managed opportunity to invest in

international forestry.

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SLIDE 35

35

Phaunos Timber Fund The Way forward

Presentation for shareholders and analysts 24 June 2014