ask presentation jun09
TRANSCRIPT
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Strictly private and confidential
ASK Presentation ASK, June 2009
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Confidential ASK June 2009
Index
1. ASK, S.A.
i. Overview
ii. Organizational Structure
iii. Mission
iv. Technical Expertise
2. Core Business Areas
3. Differentiation
4. Team
5. Track Record
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ASKs shareholder structure is composed by institutional investors (ISQ) and private investors, pointing out the
project founders - Jaime DAlmeida (JA), Francisco Fino (FF), Jos Paulo Parreira do Amaral (JPPA), Nuno Fernandes
Thomaz (NFT), Nuno Miranda (NM) and Joo Beirco (JB)
ISQ is a private and independent technological entity founded in 1965 with more than 1,000 employees and a
turnover of about 70M
The private investors have an extensive network and knowledge of the Portuguese enterprises as well as a
wide experience in the investment banking sector, both in Portugal and abroad
Recently, a new set of investors have entered in ASK shareholding structure.
1. ASK, S.A.i. Overview
ASK Advisory Services Kapital is a financial boutique, born in the end of 2006, which covers a wide range offinancial services focusing in Corporate Finance, Private Equity/Venture Capital and Real Estate.
FF / JPPA NFT / JBJA / NM New Shareholders Henrique Granadeiro Grupo Pinto Basto Jorge de Mello Carvalho Martins/Vinhas Grupo JRI Grupo Nova Expresso ()
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Non-ExecutiveJaime dAlmeida
Jos Maria Dias Miranda
Francisco Fino
Jos Paulo Parreira do Amaral
Nuno Fernandes Thomaz
Nuno Miranda
Joo Beirco
Board Members
Pedro Soares David
Diogo Torrado
Ana Pinto
Nuno Lopes
Tiago Fonseca
Srgio Pena Dias
Joo Bourbon
Francisco P. Gama
Raquel Silva
Executive
Frederico Ressano Garcia
Ricardo Quaresma
1. ASK, S.A.ii. Organizational Structure
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1. ASK, S.A.iii. Mission
LEADER INTHE MIDDLE
MARKET
SEGMENTPROVIDING
INDEPENDENTFINANCIALADVISORY
Support internationalization of the Portuguese economy through
Spain, Brazil, Angola and eastern Europe
To carry on the activity through an innovative and professional business
model, maximizing and optimizing the financial perspective, which
effectively promotes the accomplishment of the projects
Provide high quality financial advisory, based on ISQs technical
expertise, to Portuguese firms and in all sectors
Promote the Portuguese economic development by supporting
SMEs, entrepreneurs, and dynamic projects with high growth
potential
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ISQs main sectors of activity
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1. ASK, S.A.iv. Technical Expertise
ISQ has a strong local presence abroad, namely in Spain, Brazil, Angola and China, following
Portuguese and worldwide recent economic trends regarding internationalization
ISQs most relevant services
Oil, chemical and petrochemical industries
Energy production
Public and civil works
Pulp and paper industry
Road and rail Infrastructures
Water and sewage
Aerospace industry
Agro-feeding industry
Inspections and Technical Assistance
Non-destructive tests
Electrical equipment installations
Maintenance and Structural Integrity
Project Revision
Metal and Concrete Structures Metrology
Integrated Management Systems
Industrial safety and Hygiene
Environment and Energy
Production and components technology
Logistics and process and raw materials flow
Professional training Research and development
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1. ASK, S.A.
2. Core Business Areasi. Private Equity / Venture Capital
ii. Corporate Finance
iii. Real Estate
3. Differentiation
4. Team
5. Track Record
Index
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2. Core Business Areas
Private Equity/ Venture Capital
The unit of Venture Capital / Private Equitycurrently manages a fund - ISQ
Capital de Risco of 7,15 M, with a portfolio of 15 companies.
The first fund is focused on technological and/or innovative companies.
ASKs goal is to launch a new fund, until the end of 2009, with similar
characteristics to the first fund, looking to answer to the demand in the area of
the early stage financing.
Additionally, ASK launched the fund Brasil Sustentvel, focused in companies
with high growth and valorization potential in Latin America, in sectors such as
Tourism, Logistics, Residential and agriculture, possibly including a real estate
component.
1st Fund: 7,15 M
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2Capacity toEvaluate
Opportunities
2. Core Business Areasi. Private Equity / Venture Capital
COMPETITIVE ADVANTAGES
The working logic of the Fund and its
main competitive advantages are based
on the unique value chain that ASK
succeeded to implement, as well as
ISQs deep and diversified knowledge in
many areas
The valuation of investment
opportunities is more effectively made
by ISQs technical expertise
ISQs vast network of technical and
commercial contacts is made available
to the fund portfolio companies
1Deal Flow
3Financial and
Legal Structuringof Transactions
5Effective Support
to PortfolioCompanies and
Management
4Capacity for
PortfolioManagement
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FUND PORTFOLIO COMPANIES
* 1stsuccessful exit: trade sale to an irish multinational in November 2007
*
2. Core Business Areasi. Private Equity / Venture Capital
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Corporate Finance
ASK Corporate Finance renders services of financial support and structures
funds and alternative investment vehicles.
This business area includes a broad set of financial advisory solutions, namely:
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2. Core Business Areas
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2. Core Business Areasii. Corporate Finance
Accuracy
Strong technical knowledge and analytical capacity
Teamwork experience, management and coordination
of other consultants (legal, auditing, technical, etc.)
Acknowledged know-how in several economic sectors
DiscretionTrustworthiness, reliability and renown professional
capacity
Absolute confidentiality
Independence
Complete independence from related interests
Commitment / ApproachTotal commitment in all obligations to clients
Network
Broad network of professional relations
Personal, institutional, national and international
network
Focused on clients and their objectives
OUR VALUES
Recognized
discretion,exemption andconfidentiality
Independencefrom othereconomic
groups
Capacity to engagelocal and
internationalpartners
Totalcommitment toprojects untilcompletion
Know-how, technicalexpertise, coordinationand broad experience
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Capital Increase and Fund Raising Leverage Finance
Transactions of companies or assets
Cross-border Transactions
Strategic Partnerships and JointVentures
Collection and preparation of documents and required information for presentation andanalysis of the Transaction
Identification, selection and contact potential investors
Selection of the Transactions financial structure
Advisory to the senior management, preparing presentations and contacting investors
Definition of the most adequate negotiation strategy and support in the negotiation of theterms of acquisition/sale
Coordination of the due diligenceprocess
Supervision of the agreement protocols, as well as all other proceedings and formalitiesrequired to the conclusion of the Transaction
Mergers, Acquisitions and Sales
Promoting liquidity
Raising equity in financial and strategicpartners
Acquisitions with high levels of debt(LBOs)
MBOs / MBIs
Preparation of documents for analysisand presentation of the operation
Selection of the financial structure
Identification, selection and contactprivate equities and banking institutions
Advisory in the negotiation of theacquisition terms, negotiations withprivate equities (management deal,shareholder agreement, etc) and withbanking institutions
Support in the due diligence processand in closing.
2. Core Business Areasii. Corporate Finance
MAIN SERVICES
Services
Scopeof
Works
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Debt Advisory Investment Funds Structuring
Valuation of companies, assets orinvestment/divestment projects
Structuring Investment Projects
Support to internationalization
Valuation / Investment Projects
Raising of debt
Restructuring and refinancing debt
Structuring financing
Advisory in structuring alternativeinvestment funds, namely real estateassets among others, whoseperformance may be independent from
financial markets
Drawing the optimal capital structure,according to the cash flows expectationand available financing sources
Identification, selection and contactpotential banking institutions
Negotiation of financing conditions
2. Core Business Areasii. Corporate Finance
MAIN SERVICES
Structuring a business model, corporategovernance and establishment of afunctional logic between the fund, theinvestors and the management team
Development of a Business Plan
Preparation of documents to present topotential investors
Selection and contact investors
Support in the financial closing
Services
ScopeofW
orks
Collection and critical analysis of therequired financial data for thedevelopment of the valuation work
Development of the Business Plan
Estimate valuation gap through theapplication of internationally recognizedvaluation methodologies
Valuation and investment reports
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2. Core Business Areas
Real Estate
ASK Real Estate is focused exclusively in the Portuguese Real Estate
sector, addressing the activity of advisory to real estate projects.
We advise the development of real estate projects, in financial structuring
and fund raising, validation and structuring of real estate projects, as well
as fund raising (equity and/or debt) for the development of projects.
We joint a broad experience and a deep knowledge of the real estatemarket and our goal is to provide advisory services and to structure
investment projects.
We have an integrated supply, being present in the Brazilian and Angolan
Real Estate markets, exploring synergies from the presence of ASK in
those countries.
Already in 2009 ASK Real Estate acquired 50% of First Reit AM, a RealEstate Fund Asset Manager, puting pen to paper on a partnership with
MOBISER.
Through this partnership we combine MOBISERs wide expertise and a
deep knowledge in the Real Estate market, with ASKs strong focus in
rendering financial advisory and investment projects structuring services.
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Real Estate Projects StructuringBusiness Plans valuation, including commercial and financial dimensions;
Business Plans development, selecting business partners either strategic and/or financial;
Monitoring the projects evolution.
Real Estate Projects Financing
Development of financial models for financing;
Projects financial structuring as well as analysis of the best funding sources;
Negotiation of financing conditions.
Fiscal Optimization
Analysis, organization and execution of the most adequate fiscal structure for the Real Estate project.
Structuring Real Estate Investment Funds & Vehicles
Development of a business model structure, establishing a functional relation between the investors andthe fund;
Business Plan development;
Preparation of documents and presentations for potential investors.
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2. Core Business Areasiii. Real Estate
MAIN SERVICES
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First Reit AM, Sociedade Gestora de Fundos de Investimento Imobilirio S.A.
- Financial Advisory
- Equity & Debt Raising
- Real Estate Know-How
- Present in the Real Estatemarket as an investor for 30years
- Financial Know-How
- Venture Capital
- Corporate Finance
- Real Estate Asset Management
- Real Estate Projects Advisory
- Asset Management
2. Core Business Areasiii. Real Estate
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1. ASK, S.A.
2. Core Business Areas3. Differentiation
i. Culture
ii. Competitive Advantages
4. Team
5. Track Record
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3. Differentiationi. Culture
Friendly atmosphere, stimulating yetresponsible breaking away from
investment banking clichs
High level of motivation and commitment to the
success of the project on the part of all executivesfollowing one common profile:
academic excellence
open mind
entrepreneurial and creative attitude
working commitment
communication skills
international financial culture
Main assets: People and Brand
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3. Differentiationii. Competitive Advantages
Direct relationship with the executing partners from beginning to end, with a high level of commitment to
results
Combination of ISQs technical excellence in several sectors and quality financial advisory
Global solution, management and coordination of all interlocutors company/client, consultants (financial,
auditing, legal, technical)
Business model focused on the middle market, entrepreneurs and companies with high growth
potential
Management team composed by a shareholding structure that incorporates some of the best professionals
in the sector, highly committed, and allowing future stability
Commitment to success by means of a remuneration system linked to the clients success, converting
us into clients partners
Entrepreneurial culture of ASKs shareholders lined-up with our clients and their needs
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1. ASK, S.A.
2. Core Business Areas3. Differentiation
4. Team
i. Experience
5. Track Record
Index
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He is currently a Board Member at Media Capital and Chairman of the Associao Portuguesa de Seguradores (insurancecompanies association). He was also founder of Ibers.
Has 40 years of international experience in business administration, in London, New York, Zurich and Portugal and headedMDM (now Deutsche Bank) and Fiesco (AIG Group) projects. He was also CEO of Imprio Seguros, Vice-President at Josde Mello Group and Board Member at Banco Mello, Seguros e Penses Gere, PT Comunicaes and Bertrand Group.
Holds a B.A. in Law from Universidade Clssica de Lisboa.
4. Teami. Experience
Jaime dAlmeida Chairman
Jos Maria Dias Miranda Vice - President
He is the CEO of ISQ Instituto de Soldadura e Qualidade (since 2002) and Fiscal Board Member of Tagusparque (since1996).
Has a broad experience in engineering and management with a strong track-record through Controlauto (CEO from 1994-2000 ), ISQ (Managing Director from1985-2002), Metaldin - Soc. Desenvolvimento Indutrial (Manager from1979-1980). Hewas also responsible for the inspection of the Sines Refinery construction (Welding Institute) and Industrial Director of Moalis.
Between 1967 and 1984, he was Professor and Assistant Professor at Torres Vedras Industrial and Commercial Scholl and atInstituto Superior Tcnico.
Holds a BSc. in Mechanic Engineering from Instituto Superior Tcnico and a Companies Board Management Programme atAESE/IESE (Lisbon).
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Until June 2006 was a Board Member at Orey Financial and is a Board Memeber of Jayme da Costa S.A., Marpe, S.A. andWork Media, S.A.
Has a strong track-record in Asset Management and Private Banking, with experiences as Manager of CarnegiePortugal,Sociedade Gestora de Patrimnios, CEO of Tottagest,SA. and Manager of Private Banking for ManufacturersHanover (Portugal).
He was also CEO of SOCI, Sociedade de Comunicao Independente, S.A.
Holds a M.A./MBA Columbia University; M.A., Institute of High International Studies, University of Geneva .
4. Teami. Experience
Francisco Fino Board Member
Jos Paulo Parreira do Amaral Board Member
Until June 2006 Board Member at Orey Finantial.
Has a large experience in Asset Management and Private Banking , with proven experience at Carnegie Investimentos Sociedade Gestora de Patrimnios and Gerigeste/Tottageste Sociedade Gestora de Patrimnios as Manager. Also led thePrivate Banking Division implementation and development of Lloyds Bank in Portugal (1989).
He was also Board Member at Emparque Empreendimentos e Explorao de Parqueamentos SA.
Holds a M.A. in Law, University of Lisbon; BSc.in Management, ESOCT.
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4. Teami. Experience
Nuno Fernandes Thomaz Board Member
He was recently a Member of the XVI Constitutional Government as Secretary of State for Maritime Affairs. Currently is aBoard Advisor at AON. Portugal.
Has a wide experience in Investment Banking, both in Portugal and abroad. He was CEO at Orey Financial , Vice-President ofBanif- Ascor, Founder and Managing Director of Banif Investment Bank, (Private Banking/Corporate Banking), Manager ofBanco de Negcios, Argentria, Board Member at Titulo Sociedade Correctora Grupo Finibanco and Trader at BCI Valores(Santander Group).
He was also Board Advisor of Dalkia SGPS (Vivendi Group).
He has a strong international experience as In-Charge of Southern European Markets at Carnegie London.
Holds a BSc. in Business Administration, ISG, Post-Graduate Degree, Harvard Business School.
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He is currently a Board Member of ISQ Capital de Risco.
With 10 years experience in financial consulting advising, he was the founder of Ibers.
He was previously Associate of Banco de Negcios Argentria and Finibanco in the areas of Corporate and Project Finance.He was also a Manager of First Portuguese Group, being responsible for the Corporate Finance, Marketing and NewBusinesses, where he conceived, developed and structured an investment fund of unique characteristics.
Holds a BSc. in Management, Universidade Catlica Portuguesa.
Nuno Miranda Board Member
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With more than 20 years of professional experience in multinational and national companies in several segments of themarket, like Technology, Information Systems, Health, Environment and Services, he was, before joining ASK, Global Vice-President Operations of MIPS Technologies, CFO and Executive Vice-President of Chipidea, SA, CEO and President of theBoard of Timestamp SI, SA, Board member of the Group RD Rede de Diagnstico, SA, President of the Board of OON Recycling Solutions, SA, Manager and Financial Director of Oracle Portugal, Assistant Controller & Credit Manager of DataGeneral Portugal and Account Manager at Banco Portugus do Atlntico.
He holds a BSc. in Economics from Universidade Catlica Portuguesa, a Post-graduation in Management from the Universityof Edinburgh and a MBA from ENPC of Paris.
Srgio Pena Dias Board Member
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Joo Beirco Board Member
With more than 9 years of professional experience in several areas of consulting and financial advisory, namely M&Aassignments, privatizations, re-structuring, equity fund raising as well as companies and projects valuation.
Before joining ASK, he was Manager of the M&A Division at Banco Efisa (2006/00), and formerly was a Financial Analyst inthe Structured Finance area of the Corporate Division at BES (2000), and in the Corporate Finance Division at BNP Paribas inLisbon (1999)
Holds a BSc. in Organization and Management, ISCTE.
Frederico Ressano Garcia Board Member
He was recently Director of the division of Mortgage Banking of BBVA Portugal and formerly was Director of the capital marketof BBVA Portugal as well as responsible for Argentaria Valores Soc. Fin. de Corretagem (1998-2002). He also worked forBanco Finantia (1994-98), where he was Director of the the divisions of Capital Market and Private Banking.
He enrolled several courses of Financial Management at the Universities of Stanford, Wharton and IESE. He holds a BSc. inManagement from Universidade Catlica Portuguesa.
4. Teami. Experience
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He has more than 7 years of professional experience in financial advisory, equity fund raising, M&A, valuation, private equityand financial restructuring projects.
Before joining Ask, he worked as Senior Associate at KPMG (2008) at the division of restructuring services and as AssistantDirector at Banif Banco de Investimento (2007), at the division of Private Equity. Before, he was financial analyst at thedivisionof mergers and acquisitionsof Banco Efisa (2003/06) and auditor at Deloitte (2002).
He holds a MSc. in Finance from ISCTE and a BSc. in Economics from Universidade Nova de Lisboa.
Diogo Torrado Corporate Finance Manager
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Pedro Soares David Corporate Finance Manager
Has more than 6years of professional experience in financial advisory, equity fund raising, M&A, valuation and financialrestructuring projects.
Before joining ASK, he worked as Deputy Director at Banco Finantia (2007) and Associate at Banif Investment Banking(2002/2007) both in the Corporate Finance division. In between Banifs experience, he was invited to work as FinancialAdvisor for the Sea Affairs Secretary of State (2004/2005) being responsible for the shipbuilding and ports industries.
Holds a Post-Graduation in Finance and a BSc. in Business Management from Universidade Nova de Lisboa; He has also aBusiness Analysis & Valuation course by London School of Economics.
4. Teami. Experience
He has more than 9 years of professional experience in the financial area, having been 7 years at Millennium Bcp. BeforejoiningAsk, he was responsible for the area of Real Estate Promotion in the South of Portugal for BBVA.
With juridical background from Universidade Autnoma de Lisboa, he has also several specializing courses in CapitalMarkets, Management and Finance, as well as a specialization in Management and Finance in Real Estate, lessened by ISEGand Lawyers Order.
Ricardo Quaresma Real Estate Manager
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Has more than 4 years of professional experience and has been involved in several Corporate Finance and M&Aassignments.
Before joining ASK, he worked as Analyst at Banco Finantia (2007) and at Banif Investment Banking (2005/06) both in theCorporate Finance division. His work experience also includes Summer Internships at Grupo Portugal Telecom.
Holds a BSc. in Economics from Universidade Nova de Lisboa and a Capital Markets Derivatives and Monetary Economicsspecialization from the Business and Administration College, University of S. Paulo.
Nuno Lopes Corporate Finance Assistant Manager
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Joo Bourbon Private Equity Assistant Manager
Has 5 years of professional experience in Financial Advisory , M&A assignments, Equity Fund Raising as well as evaluationsof companies and projects.
Before joining ASK, he was Associate at the M&A Division at Banco Efisa (2007/05).
Degree in Business Management from Universidade Nova de Lisboa; Business Analysis & Valuation course by LondonSchool of Economics.
4. Teami. Experience
Has 6 years of professional experience in several areas of financial advisory, namely Project Finance projects, Public andPrivate Partnerships schemes and Leveraged Finance.
Before joining ASK, she was Analyst at the Project Finance Division at Banco Efisa (2007/03).
Holds a Post-graduation in Corporate Finance from CEMAF and a BSc. in Business Management from Universidade CatlicaPortuguesa.
Ana Pinto Corporate Finance Assistant Manager
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Since February 2009 on ASK, after concluding a Degree in Economics and a Masters in Management at Universidade Novade Lisboa.
On the last months of 2008, he enrolled an internship at TESE Associao para o Desenvolvimento (a NGOD), in the area ofFund Raising.
Tiago Fonseca Corporate Finance Analyst
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Francisco Pimenta da Gama Private Equity Analyst
Joined ASK by the end of 2007 and has an Economics BSc. and a Finance MSc, both by Universidade Nova de Lisboa.
Previously, he has undertaken internships in the Private Banking and Client Management divisions of Banco Esprito Santo(Summer 2006). In the scope of its BSc., in 2006 attended several Financial Management Courses at Universidade Autnomaof Barcelona.
4. Teami. Experience
Before joining ASK (February 2009), she enrol led an 8-month internship in Bial Industrial Farmacutica in Bilbao/Madrid, in theareas of accountability and Commercial/Sales, under the Programme Inov Contacto.
Holds a BSc in Economics and a MSc. in Management from Universidade Nova de Lisboa.
Raquel Silva Private Equity Analyst
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1. ASK, S.A.
2. Core Business Areas3. Differentiation
4. Team
5. Track Record
Index
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5. Track Record
2009
Explorer Investments FinancialAdvisor in the acquisition of
100% of Gascan, S.A.
20062009
Financial Advisory in theBusiness Planing for the wine
and kitchen oil businesses
2009
Financial Advisory in theopportunities detection in Brazil
2009
ISQs Financial Advisor in theacquisition of 100% of Labcal
Laboratrio de Calibraes & Ensaios
FIMOVE, SGPS MGS, SGPS
2008 20062008 20082008
Financial Advisory Financial Advisory Advisory to Conjuntura Actualin the sale of 100% toAlmedina Group
Advisory to Cofina Media forthe acquisition of a 49%stake in Empregos Online
RECENT CURRICULUM
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5. Track Record
20072007 20072007
2007 2007 20072007
Financial AdvisoryReal Estate Fund
Structuring for its HealthAssets
Real Estate FundStructuring
Advisory in the valuationof several companies
Financial Advisory Financial Advisory Financial Advisory Valuation andFinancial Advisory
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5. Track Record
2007 2007 20072007
20062007
AutoTorrense, Lda
200620062006
Advisory in the acquisition ofstakes in Spain, Turkey and
NorwayFinancial Advisory Valuation Fund RaisingAdvisory
Financial Advisory Financial Advisory Financial Advisory in theCompanys structuring Financial Advisory
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5. Track Record
20062006 2006 2006 2006
Investment Projectstructuring
Financial Advisory Financial Advisory Financial Advisory
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Confidential34
Av. lvares Cabral, N 61, 31250-017 LisboaTelefone: + (351) 21 393 24 20
Fax: + (351) 21 393 24 29www.ask.pt
Contacts you ASK we answer