Phaunos Timber Fund Ltd All-cash offer - 3 July 2018

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Phaunos Timber Fund Ltd All-cash offer - 3 July 2018
Phaunos Timber Fund Ltd
All-cash offer – 3 July 2018
Disclaimer
IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING. THIS PRESENTATION IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This presentation has been prepared by or on behalf of Stafford Capital Partners Limited ("Stafford") in connection with the proposed acquisition (the
"Proposed Acquisition") of the entire issued and to be issued share capital of Phaunos Timber Fund Limited ("Phaunos") by Mahogany Bidco Limited
("Stafford Bidco"). By receiving this presentation or by reading the presentation slides, you agree to the conditions set out below. This presentation
(including any oral briefing and any question-and-answer session in connection with it) is for information only and is not intended to and does not
constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any jurisdiction, in connection with the Proposed Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities by Phaunos in any jurisdiction in any contravention of applicable law.
The release, presentation, publication or distribution of this presentation in jurisdictions other than the United Kingdom and Guernsey may be affected by
the laws and regulations of those jurisdictions. Persons who are not resident in the United Kingdom or Guernsey, or who are subject to the laws of any
jurisdiction other than the United Kingdom or Guernsey, should inform themselves about, and observe any applicable requirements. It is your
responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. Any failure to comply with the applicable legal
or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Proposed Acquisition disclaim any responsibility and liability for the violation of such restrictions by any
person.
The Proposed Acquisition relates to the shares of a company domiciled in Guernsey and is subject to English law, Guernsey law and the City Code on
Takeovers and Mergers (the "Code") and information disclosed may not be the same as that which would have been disclosed in accordance with the laws
of jurisdictions outside England and Guernsey. Plane shareholders in the United States should be aware that this presentation have been or will be
prepared in accordance with English law, Guernsey law and the Code and applicable disclosure requirements, format and style thereunder, all of which
differ from those in the United States. The Proposed Acquisition will be made in the United States pursuant to applicable US tender offer rules, including
Regulation 14E under the Exchange Act, and securities laws and otherwise in accordance with the requirements of English law, Guernsey law, the Code,
the UK Panel on Takeovers and Mergers, the London Stock Exchange and the Financial Conduct Authority. Accordingly, the Proposed Acquisition will be
subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under United States domestic tender offer procedures and law. The Proposed Acquisition will be made in
the United States by Stafford Bidco and no one else. It may be difficult for US holders of Phaunos securities to enforce their rights under and any claim
arising out of the US federal securities laws, since Stafford Bidco and Phaunos are located outside the United States, and some or all of their officers and
directors may be resident outside the United States. US Phaunos shareholders may not be able to sue a non-US company or its officers or directors in a non-
US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US
court's judgement and a US court may lack jurisdiction over such persons.

                                                                                                                                                                    2
Disclaimer (continued)
None of Stafford, its shareholders, subsidiaries, affiliates, associates or their respective directors, officers, partners, employees, representatives and advisers
(the "Relevant Parties") makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this
presentation, or otherwise made available, nor as to the reasonableness of any assumption contained in such information, and any liability therefor
(including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. No information contained herein or otherwise made
available is, or shall be relied upon as, a promise, warranty or representation, whether as to the past or the future and no reliance, in whole or in part,
should be placed on the fairness, accuracy, completeness or correctness of such information. None of the Relevant Parties has independently verified the
material in this presentation. Nothing in this presentation constitutes a quantified financial benefits statement for the purposes of Rule 28 of the Code and
no statement in this presentation is intended as, or should be construed as, a profit forecast or profit estimate.
This presentation and other information published by Stafford or Stafford Bidco may contain statements which are, or may be deemed to be, "forward
looking statements". Forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and
projections of the management of Stafford or Stafford Bidco (as applicable) about future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. The forward-looking
statements contained in this presentation include, among others, statements relating to the potential exposure of Phaunos to market risks, and statements
expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. Although Stafford and Stafford Bidco believe that the
expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct. By
their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such
forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. All forward-looking statements
contained in this presentation are expressly qualified in their entirety by the cautionary notes contained or referred to in this section, and you are cautioned
not to place undue reliance on these forward-looking statements. Neither Stafford nor Stafford Bidco nor any of its or their associates or directors, officers
or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements
in this presentation will actually occur. Other than in accordance with their legal or regulatory obligations, neither Stafford nor Stafford Bidco is under any
obligation, and both Stafford and Stafford Bidco expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Certain financial data has been rounded. As a result of this rounding, the totals of data presented in this presentation may vary slightly from the actual
arithmetic totals of such data.

                                                                                                                                                                      3
Introduction

      •   Stafford confirm an all-cash offer of US 49 cents/share for the entire issued, and to-be issued, share capital
          of Phaunos Timber Fund Ltd (Phaunos)1.
      •   Stafford considers this to be a strong bid based on the following:
             •    It represents a premium to the Phaunos 31 December 2017 NAV after adjustments are made for FX
                  movements to 30 June 2018 and the compulsory share redemption completed in January 2018;
             •    The acquisition of all of the assets, including GTFF, NTP, and Aurora, which are not part of the
                  current sales process;
             •    Being a fully funded bid via Stafford’s SIT VIII fund (which made its final close in April 2018 at USD
                  612.5 million);
             •    Stafford’s expected timetable is 3-4 months compared with a 14-20 month timetable estimated by the
                  Phaunos Board, with potential for further extensions. The cost to Phaunos shareholders of this longer
                  process is estimated at US 3-4 cents/share.
      •   Stafford’s all-cash offer provides a fair value for the assets, and much greater certainty for shareholders,
          relative to a potentially drawn out realisation process.

1   www.rns-pdf.londonstockexchange.com/rns/3473T_12-2018-7-3.pdf?_ga=2.89973597.710942691.1530602488-621228861.1488831067

                                                                                                                             4
Stafford offer vs Phaunos NAV (with adjustments)
     •      Stafford’s all-cash share offer of USD 244.2 million (US 49 cents/share) represents a premium to Phaunos’ 31
            December 2017 NAV after adjusting for FX movements to 30 June 2018, and considering the post-year end
            share redemption.
     •      Stafford estimates that FX movements to 30 June 2018 may reduce Phaunos’ 31 December 2017 NAV by USD
            14.1 million (US 2.8 cents/share).
     •      The compulsory share redemption in January 2018 will have reduced the NAV by USD 25 million.

                                                           NAV                                                                   NAV adjusted for share redemption          Variance in NAV
                                               at 31 December 20171                                                               and FX movements to 30 June 2018             due to FX
                                          USDm     US cents/share % of total                                                    USDm       US cents/share    % of total   USDm US cents/share
Matariki Forests                          165.3            30.3         59%                          Adjusted for FX 2 ----->   157.2           31.5            65%       -8.1       -1.6
Other assets                               56.8            10.4         20%                          Adjusted for FX 3 ----->   50.8            10.2            21%       -6.0       -1.2
Aurora Forestal                            10.8             2.0          4%                                                     10.8             2.2            4%
Cash                                       47.4             8.7         17%         Less USD 25m share redemption 4 ----->       22.4            4.5             9%
Net Asset Value                           280.3            51.4         100%                                                    241.3           48.4            100%      -14.1     -2.819

Ordinary shares in issue (m)              545.5                                                                                 498.4

1
    Source : Phaunos Timber Fund 2017 Annual Accounts
2
    Source : Bloomberg 29 June 2018 (USD 1 = NZD 1.4770)
3
    Source : Bloomberg 29 June 2018 (USD 1 = BRL 3.8474)
4
    Source : http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PTF/13491436.html

                   Stafford believes its Cash Offer represents a premium to Phaunos’ adjusted NAV at 30 June 2018.

                                                                                                                                                                                             5
Matariki Forests value
•   Phaunos’ 23.01% interest in Matariki Forests (Matariki) is the principal asset held by the company (comprising 59% of
    Phaunos’ 31 December 2017 NAV).
•   Matariki’s NAV has increased by 32% over the past 2 years. This uplift in value has been due to 2 key factors:
      • Rising log prices (refer to Slide 7)
      • A compressing trend in discount rates applied to NZ timberland (refer to Slide 8)

                                                          NAV of Phaunos' interest in Matariki Forests
                                                    170

                                                    160
                                NAV (USD million)

                                                                                                    +32%
                                                    150

                                                    140

                                                    130

                                                    120

                                                    110

                                                    100
                                                          2010   2011   2012    2013    2014    2015    2016   2017

                                                Source : Phaunos annual reports (www.phaunostimber.com/investor-
                                                information/financial-reports)

                                                    Matariki value has increased by 32% in 2 years.

                                                                                                                            6
New Zealand – export log prices
                                                                                             A-grade log export prices in New Zealand
 •   Export log prices have historically been                                         160
     subject to considerable volatility.
                                                                                      140
 •   Prices are now at a cyclical high, having
                                                                                      120                                                       +80%
     risen by 80% from the previous low point in

                                                             NZD/m3 (at wharf gate)
     September 2015.                                                                  100

 •   Stafford believes that there is an increased                                     80
     risk of log price volatility going forward,                                      60
     which may reflect in pricing for forest assets
     in the region.                                                                   40

                                                                                      20

                                                                                       0
                                                                                       Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18

                                                                         Source : PF Olsen

                                      Export log prices are at historical highs.

                                                                                                                                                        7
New Zealand – timberland discount rates
                                                                                             Discount rates applied for New Zealand timberland
 •   Recent years have seen a declining trend in                                      9.5%
     discount rates being used in timberland
                                                                                      9.0%
     valuations.

                                                        Real, pre-tax discount rate
                                                                                      8.5%
 •   This mirrors a similar trend in the US, and
                                                                                      8.0%
     points towards incoming investors with
     lower    costs   of    capital,   increasing                                     7.5%

     competition for assets, and decreasing                                           7.0%
     return expectations from the asset class.                                        6.5%
 •   Stafford estimates that a 100 basis point                                        6.0%
     drop in the discount rate applied to                                             5.5%
     Matariki could add approximately US 2                                            5.0%
     cents/share to Phaunos’ overall value.                                               2014                2015             2016              2017
 •   However, Stafford views this downward              Source : Published financial statements (see Appendix 1 for further detail)
     trend as unlikely to persist in the current
     rising interest rate environment.

                              Limited room for further discount rate compression.

                                                                                                                                                        8
Brazil – Mata Mineira
 •   The dominant wood demand in Minas Gerais is for charcoal in the iron and steel industry. This sector has
     struggled to recover to its pre-2008 crisis levels, with 2017 pig-iron sales volume being 60% lower than in 2007.
 •   As a result there is now a substantial annual surplus of wood raw material in the region. This has negatively
     impacted wood prices, presented significant challenges in maintaining cashflow, and severely limited
     investment activity in the region.

                                     Brazil : Non-integrated pig-iron sales                                                                 Wood balance in Minas Gerais (2016)
                       12                                                                                                      60
                                                        Domestic             Export                                                           48.8
                                                                                                                                                                            40% of supply
                       10                                                                                                      45                                           potential has no
                                                                                              60% lower                                                                     market
                                                                                                                               30
                        8                                                                     than 2007                                                                                19.8
      Million tonnes

                                                                                              levels

                                                                                                                  Million m3
                                                                                                                               15
                        6
                                                                                                                                0
                        4
                                                                                                                               -15
                        2
                                                                                                                               -30
                                                                                                                                                                 -29.0
                        0
                                                                                                                               -45
                            2006

                                   2007

                                          2008

                                                 2009

                                                        2010

                                                               2011

                                                                      2012

                                                                              2013

                                                                                      2014

                                                                                             2015

                                                                                                    2016

                                                                                                           2017

                                                                                                                                     Sustainable production   Consumption             Surplus

          Source : Sindifer 2017 Yearbook                                                                                  Source : Phaunos 2016 Annual Report

                                                               Brazilian charcoal markets are substantially oversupplied.

                                                                                                                                                                                                9
Brazil – Eucateca
 •   Located in the southern part of Mato Grosso state, the only accessible eucalyptus wood markets consist of low-
     value biomass fuel for drying agricultural products (soybean and corn).
 •   The plantation is largely mature, with almost 1.8 million m3 of standing eucalyptus timber available to harvest.
     However, total annual sales have been less than 2% of this supply due to the lack of markets.
 •   The inability to convert its harvesting potential into cashflow will likely limit buyer interest for this asset.

                Scale of Eucateca’s 2017 wood sales                                                Wood balance in Eucateca locality (2016)
                   relative to its available supply
                                                                                        4
                                                                                                      3.2

                                              Eucateca standing                                                                               2.0
                                                                                        2
                                              eucalyptus timber supply
                                              of 1.8 million m3

                                                                           Million m3
                                                                                        0

                                                                                                                         -1.2
                                                                                        -2
                                              Eucateca 2017 sales of
                                              circa 30,000 m3
                                                                                        -4
                                                                                             Sustainable production   Consumption         Surplus
     Source : Stafford estimate based on Phaunos
     2016 & 2017 Annual Reports
                                                                                   Source : Phaunos 2016 Annual Report

                                    Eucateca is currently selling less than 2% of its supply potential.

                                                                                                                                                    10
Uruguay – Pradera Roja
                                                      Green blocks =
 •   A substantial part of the existing               standing timber sold to
                                                      UPM
     plantation area was included in a
     harvesting right sold to UPM during
     2015.
 •   This right expires in 2022, and until it is
     exercised the underlying land is                                                        Sold in
                                                                                             2017
     effectively encumbered.
 •   Value and desirability of the remaining
     plantations is likely to be impacted by:
       •   Their small, sub-scale area
       •   The plantations being immature,
           and thus having limited short-term
           cashflow potential

                                                   Source : Phaunos 2015 Annual Report

       Substantial part of Pradera Roja is encumbered by harvesting rights that only expire in 4½ years.

                                                                                                           11
Other assets
•   The current sales process being run by Poyry Capital is for only 4 out of the 7 Phaunos assets.
•   Phaunos has stated that there are significant unknowns around the timeline for realising the other assets.
•   It is expected that some level of working capital will have to be held back by the Board to cover ongoing costs until these
    processes are concluded, together with ultimate liquidation expenses.

                                               Phaunos Board asset realisation estimate of 14-20 months 

                        •   Withdrawn from initial sales process citing, “limitations on the amount of available due
                            diligence information provided by the majority shareholder, alongside a number of
     Aurora Forestal        matters of concern raised by the Company's Uruguayan counsel”.                             ???
                        •   Phaunos Board announces on 29 June 2018 that Phaunos has exercised its rights to
                            initiate a voluntary exit mechanism.

                        •   Principal asset was sold in 1Q2016 – a loan note linked to this sale remains
                            outstanding.
     GreenWood Tree     •   The intention since then has been to realise the remaining assets – but this has been
                                                                                                                       ???
    Farm Fund (GTFF)        hampered by supply commitments to a local veneer mill. The Phaunos Board states
                            that a pending legal claim is payable, substantially settled post-year end, although
                            Stafford has no visibility on the current status of this.

     National Timber
                        •   Fund has been in liquidation since 2012                                                    ???
     Partners (NTP)

                            The current sale process does not include 3 of the 7 Phaunos assets.

                                                                                                                                  12
Comparison of realization timelines
  Stafford’s expected offer timetable is 3-4 months, compared with a 14-20 month timetable estimated by the Phaunos
  Board and which has potential for further extensions.

                                              2018                                                          2019                                                                                         2020
                                              Jun    Jul      Aug       Sep        Oct        Nov   Dec     Jan      Feb     Mar   Apr       May   Jun       Jul       Aug   Sep   Oct       Nov   Dec   Jan    Feb

Stafford offer

Phaunos : current asset realisation process                                                                                                                                                                 ?     ?
                                                                Expressions of interest received

Phaunos : other assets                                                                                         ?         ?     ?         ?     ?         ?         ?     ?     ?         ?     ?     ?      ?     ?

                                                      = estimated timing within which transaction(s) will be completed

   Stafford expect that the expressions of interest (EOIs) received to date by the Board will be:
                 •       Non-binding
                 •       Subject to Due Diligence
                 •       Subject to regulatory approval
   •       The EOIs should be compared against Stafford’s all-cash offer for 100% of the assets

                                                           Stafford’s offer is expected to complete within 3-4 months.

                                                                                                                                                                                                                      13
Impact of time value of money
•   Stafford expects that potential realisation values would be reduced by US 3-4 cents/share once the time value of
    money is considered.
•   This assumes that all assets are sold, and that these sales occur midway through the Board’s estimated 14-20
    month realisation timeline. If these assumptions are not met the reduction could become significantly larger.

                                               FX adjusted NAV as at 30 June 2018                       Scenarios on asset realisation outcomes
                                             USDm          USD/share     % of total                  Scenario A        Scenario B        Scenario C
       Matariki Forests                      157.2           0.315              65%                     157.2            157.2              177.2
       Other assets                           50.8           0.102              21%                     38.1              50.8              50.8
       Aurora Forestal                        10.8           0.022              4%                      10.8              10.8              10.8
       Cash                                   22.4           0.045              9%                      22.4              22.4              22.4
       Net Asset Value                       241.3           0.484             100%                     228.6            241.3              261.3

                                                 Nominal value realised (US cent/share) =               45.9               48.4               52.4
                                                                    Time value of money =                3.2                3.4                3.7
                               Present value of asset realisation process (US cent/share) =             42.6               45.0               48.7

       Scenario A: Assumes Matariki will sell at NAV, and a 25% discount is needed to sell the other assets.
       Scenario B: Assumes that all assets are sold for NAV.
       Scenario C: Assumes that a premium to NAV of USD 20m is realised for Matariki, and that all remaining assets are sold for NAV.
       All Scenarios: Assume that all assets are sold. This is not certain, and failure to achieve this will result in lower realisation values.
       All Scenarios: Assume that all assets are sold within 14-20 months. Longer timeframes will result in lower realisation values.

    The Board will need to realise a current value of US 3-4 cents/share more than Stafford’s offer in order to
                compensate for the longer timeframe expected for an asset realisation process.

                                                                                                                                                      14
Phaunos’ Board highlights the many risks
and uncertainties
    “Given that the timber assets held by the Group are illiquid, that     “the disposal of the Company’s New Zealand assets are impacted by
      there are few comparable historic transactions and that the             the need for a potential buyer of those assets to comply with the
    universe of possible buyers of those assets is limited to a small     requirements of the New Zealand Overseas Investment Office ("OIO")”
   group of market participants and differentiated asset to asset, the
     Board’s estimates of gross realisation proceeds are inherently
                                                                               It is Stafford’s observation that OIO currently takes 9 months or more
    uncertain. Valuation subjectivity is amplified in the current wind-
                                                                               to process applications, However the OIO has stated that it will give
                            down scenario.”
                                                                               priority in exceptional circumstances, such as to accommodate other
                                                                               statutory timeframes (e.g. takeover regulations).
        Stafford’s offer provides certainty on value together with a
        rapid exit timeframe.                                                            “The jurisdictions in which some of the
                                                                                        properties are located have slow-moving
                                                                                      administrative and legal regimes, creating the
                                                                                     possibility of guarantees, warranties and escrow
            “There is risk of post-sale tax assessments in                                               accounts.”
            Brazil, whereby buyers and sellers can be held
            jointly liable for certain taxes, even post-sale.”
                                                                               Stafford’s all-cash offer eliminates any need for guarantees,
                                                                               warranties or escrow accounts.
       Stafford’s all-cash offer eliminates this risk.

                                                                                      “The sale of a diverse portfolio across multiple
                                                                                         jurisdictions and geographies presents a
   “The Group has significant exposure to the New Zealand Dollar                     complex sales transaction with many variables.”
                        and Brazilian Real.”
                                                                               Stafford provides certainty of the sale for 100% of the assets
        Estimated US 2.8 cents/share decrease in last 6
                                                                               via a single corporate transaction.
        months due to FX.

                         Stafford’s offer provides certainty of sale for the entire Phaunos portfolio.

                                                                                                                                                  15
Cambium Global Timberland Ltd : Case study

      •     A liquidation process can take a                                                            Cambium NAV vs market cap
            significant period of time -                                    80
            Cambium has still not sold all of                                           30 November 2012
                                                                                        Liquidation of fund announced
            its    assets     5½    years   after                           70
                                                                                                            24 April 2014
            commencing a liquidation process.                                                               Asset Sale (GBP 5.4m)
      •     At the time of Cambium’s                                        60
                                                                                                             14 May 2014
            liquidation decision in 2012 its                                                                 Asset Sale (GBP 5.7m)
            NAV was GBP 68 million1.                                        50

                                                              GBP million
                                                                                                                  29 August 2014
      •     To date GBP 5 million has been                                                                        Asset Sale (GBP 1.2m)                       29 August 2017
                                                                            40                                                                                Asset Sale (GBP 2.4m)
            returned to shareholders, and the                                                                           27 January 2015
            NAV has fallen to GBP 16 million                                30
                                                                                                                        Tender Offer (GBP 5m)

            in May 20181.
      •     Admin       fees,    plus   property                            20                                                                                           May 2018
            management and operating costs                                                                                                                                  51%
            have totalled GBP 14 million since                              10                                                                                           discount
                                                                                                                                                                          to NAV
            20121.
      •     The Phaunos Board have indicated                                 0

                                                                                 Jan

                                                                                 Jan

                                                                                 Jan
                                                                                 Jan

                                                                                 Jan

                                                                                 Jan

                                                                                 Jan
                                                                                 Oct

                                                                                 Oct

                                                                                 Oct

                                                                                 Oct

                                                                                 Oct

                                                                                 Oct
                                                                                 Apr

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                                                                                 Apr
                                                                                  Jul

                                                                                  Jul

                                                                                  Jul

                                                                                  Jul

                                                                                  Jul

                                                                                  Jul
            an     estimated      14-20   month
            realisation timeline with the                                        2012        2013          2014           2015            2016         2017       2018
            potential to be extended.
                                                                                                        Net Asset Value (NAV)             Market Cap

    Cambium’s wind-up has taken 5½ years and to date has returned only GBP 5m from a starting NAV of GBP 68m.
1   Cambium financial reports ( www.cambium.je/financials )

                                                                                                                                                                               16
Timeline and next steps
           •        Forms of acceptance for Shareholders (where required) will accompany Stafford’s formal offer document
                    expected to be released in the second half of July 2018.
           •        The first closing date for shareholder acceptances will be no earlier than 21 days after the posting of the offer
                    document.
           •        The entire process is expected to be completed before the end of October 2018.

                                                                                                                       Indicative Phaunos completion timeline via an all cash offer 1
                                                                                                     JULY                                                                       AUGUST                                                                          SEPTEMBER                                                                    OCTOBER

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                                                                  M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W   T F S S M T   W

    1      Process milestone                            Timing
    1.1    Stafford announce all-cash offer

    1.2    Distribute offer document to shareholders    D-Day

    1.3    First closing date 2                         D+21
           Latest date for Phaunos to publish
    1.4                                                 D+39
           material new information
           Acceptances can be withdrawn if not now
    1.5                                                 D+42
           unconditional
           Latest date for Stafford to send revised
    1.6                                                 D+46
           offer document
           13h00: latest time by which acceptances
    1.7                                                 D+60
           can be received
           17h00: latest time by which announcement
           of acceptances and purchases can be
    1.8                                                 D+60
           made, subject to extension with consent of
           Panel
           Midnight : latest time by which offer must
           be declared unconditional as to
    1.9                                                 D+60
           acceptances, subject to extension with
           consent of Panel
           Earliest date on which offer can no longer
           be accepted (assuming offer became
    1.10                                                D+74
           unconditional as to acceptances on Day
           60)
           All other conditions to the offer must be
    1.11                                                D+81
           satisfied
           Last day for sending of consideration to
    1.12                                                D+95
           Phaunos shareholders

1   Assumes that the Offer Document is posted on 18 July. Except with the consent of the Panel, the Offer Document must be published within 28 days of the Rule 2.7 announcement.
2   Assumes a first closing date of 21 days after the publication of the Offer Document.
Note: The timeline above is based on the assumption that consent from the NZ OIO is obtained within the timeline indicated.

                                                                                                                                                                                                                                                                                                                                                                                     17
Conclusion

 •   Stafford believes that it’s Cash Offer of US 49 cents/share represents fair value and a good opportunity for
     Phaunos Shareholders given that:
       •   It represents a premium to Phaunos’ NAV as at 31 December 2017 of USD 51 cents/share (after having
           been adjusted downwards for FX movements and the compulsory redemption of Phaunos shares
           announced in January 2018);
       •   it covers the entirety of the Phaunos asset portfolio, including GTFF, NTP, and Aurora, which are not
           part of the current sales process, thereby eliminating the risks associated with an extended realisation
           process;
       •   Sale of all of the assets is achieved via a single transaction;
       •   Stafford’s expects to complete its offer process in 3-4 months, which will provide Shareholders with an
           accelerated exit compared with the 14-20 month timeframe estimated by the Phaunos Board, and
           which has the potential to be extended further;
       •   Stafford estimates that the time value of money cost for its process relative to the Board’s asset
           realisation process is US 3-4 cents/share;
       •   the Cash Offer is fully funded from Stafford’s SIT VIII Fund.

                                                                                                                      18
Appendix 1 – Definitions, sources, and
bases of calculation
In this presentation, unless otherwise stated, or the context otherwise requires, the following sources and bases of
calculation have been used:

•   Historical financial information relating to Phaunos has been extracted or derived from the Phaunos 2017 Annual
    Report released on the London Stock Exchange or from previous Annual Reports published on the company’s
    website.
•   References to Matariki Forest’s NAV refer to the value of the 23.01% interest in that company held by Phaunos,
    and not to the entire asset.
•   The 14-20 month timeline estimated by the Phaunos Board for the asset realisation process commences from the
    date of publication of its 2017 annual accounts at the end of April 2018.
•   The 3-4 month timeline estimated by Stafford for its all-cash offer commences from the announcement
    confirming its intent to make an offer for Phaunos.
•   In adjusting Phaunos’ 31 December 2017 NAV for exchange rate movements Stafford has used the following
    rates sourced from Bloomberg for 29 June 2018:
      •   USD 1 = BRL 3.8474
      •   USD 1 = NZD 1.4770
•   Source for discount rates used in valuing New Zealand timberland comprises published financial statements of
    the following companies; Greenheart NZ Holding Company; Forestry Fund 9 NZ; GTI 8 NZ; Kaingaroa
    Timberlands; Nelson Forests; Pan Pac Forest Products; Sunchang Forestry NZ; Taumata Plantations; Tasman Bay
    Forest Company; Te Waihou Plantations; Tiaki Plantations Company; Timbergrow Plantations Company; and
    Wenita Forest Products.

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