Group 5

Term Sheet- Sovereign Wealth Fund Size - $ 1 billion

Submitted by:
Aakash Bhardwaj
Hitesh Pansari
Investment Instruments:
Details  Invests in companies directly and through funds, in both developed and
emerging markets
 Includes buyouts, venture capital and special situations
 Adds value to boards and management of investee companies by
providing advice and access to our global network
Amount to be invested: $ 150 million
Expected The fund requires a minimum return of, but not limited to 25% per annum
Returns Current Pay (on Cash Flows): 10%
Capital Appreciation (on Exit): 15%
Total return: 25%
Use of Funds Funds Raised from sale of shares shall only be used to finance the growth and
expansion of the company as outlined in the business plan approved by
investors
Also, the funds should not be used in any activity affecting the country of origin
of the fund in a negative way either financially or socially.
Conditions Management Fee: 0.5% p.a. of commitments
Precedent to Auditor: Big 4 Only
Closing
Reports Quarterly unaudited, Annually Audited
Exit and IPO Multiple Channel exits from recapitalisations to Institutional investors
Invested funds are repaid in a 5-Year Term with 25% Return
Assignment The limited partners shall be entitled to vote on certain matters as specified in
Rights the partnership agreement:
(Voting Rights) 1. A decision to continue the business after an event of dissolution.
2. Transfer of a Limited Partnership Interest.
3. Amendment of the Limited Partnership agreement.
4. Compromise of the obligation of a Limited partner to make a capital
contribution or to return money or property paid or distributed in
breach of the Partnership Agreement.

It is forbidden to assign or to pledge the units, subject to certain pre-authorized

assignments and to the right of a partner to assign his units in accordance with
the provisions regarding the right to first offer provided in the Agreement.
Tag Along In the event of sale of their shares by promoters Sovereign Wealth Fund shall
Rights have the option to tag along to the extent of all the shares with priority.
Investors If the promoter proposes to transfer the shares held by them to any third party,
Right of First Sovereign Wealth Fund will have the right to first refusal.
Refusal
Anti-Dilution Investors will have broad based weighted average anti-dilution Protection
 Other than through an IPO, any further issue of equity/equity linked instruments
by the company shall be made only with the Sovereign Wealth Fund’s
affirmative consent and unless otherwise agreed shall be offered first to the
Sovereign Wealth Fund in the ratio of their shareholding in the company at the
time of such issuance
Any future issue of equity or equity linked instruments
Key Man The CEO of the all the invested companies shall not assume management or lead
Exclusivity responsibility in other businesses without obtaining prior written consent from
the Sovereign Wealth Fund
Liquidation In the event of a liquidation, winding up or dissolution or a sale transaction,
Preference Investor will receive at least 2x the amount of their investment plus all accrued
and unpaid dividends thereon in full before any distributions are made to
promoter group.
Exclusivity Investors shall be offered an exclusivity period of 15 days from the date of
signing this Term Sheet for completing the transaction.
The company, its officers’ directors or agents or the promoters shall not either
directly or indirectly during this exclusivity period, Solicit or Initiate or encourage
or enter into any negotiations or agreement or arrangement or discussions or
share information whether written or oral with any other potential investor, in
connection with raising equity/quasi equity capital for the company.