EFTA02363695

From: Julien Boillot Sent: Tuesday, June 26, 2012 9:46 AM To: Jeffrey Epstein; karem Subject: Spacs I had a close look at the various data on SPACs and I am not entirely certain it wi=l work for us at least at the holding level. I am certainly not ruling out th= concept (which is very clever) and I outline below the issues that I have (based on my understanding) for discussions purposes. =font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> SPACs are by definition a pot of cash raised via an IPO in order to make the acquisition=of an existing business and fund, when necessary, its development. This raises=two questions: (i) can we use a SPAC to make acquisition of several companies i= various sectors and (ii) can we use a SPAC to start a business from scratch= =font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> From the information I gathered, SPACs are flexible structures and could therefore b= setup to answer the above questions but I have the feeling that by doing so= we may go away from the main objective of SPACs: a visible quoted vehicle attracting liquidity and fair valuation. In our case, our investment compan= intends to make acquisitions and invest in greenfield projects in various sectors in Africa, two reasons to apply a discount to the holding company. = do not know whether my reasoning is correct and this is certainly a good topic=for discussions. =font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> Going forward, I believe that we could create a type of company that answers almo=t all our requirements: =font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> = &nb=p; Ensuring a traded val=e for the investments made seems to be difficult at least in the first 2 years. For business acquired, we could introduced SPACs as "affiliates" of the Inve=tment company. Investco would try to retain control of the business. &n=sp; Avoid unexpected dilu=ions of initial investors. A similar concept of warrants can be put in place in the case of=a limited company. This is more difficult in a partnership as it will require=a heavier legal documentation. In this case, one has to think from the outset=hat terms and conditions will be offered to initial investors in the event=of a second (or more) rounds of contribution. =font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> - &n=sp; Other requirements &#=230; =font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> At this stage, I think we may have to stick to the original concept of an investmen= company be it a Limited Liability Company or a Limited Liability Partnershi=. We are assessing the pros and cons of both options and will revert soon. =font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> Best regards, =font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> EFTA_R1_01357156 EFTA02363695