Jaguar Plc 1984

Palamon Capital Partners/Team System S.P.A.

Table of Contents

1 QUESTION 1Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...... 2

2 QUESTION 2Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...... 8

3 QUESTION 3Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'.....10

4 QUESTION 4Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'.....12

5 QUESTION 5Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'.....14

6 QUESTION 6Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'... .16

7 BIBLIOGRAPHY & REFERENCESÐ'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'......18

8 APPENDICESÐ'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...Ð'...19

Question 1

Q1

What is private-equity investing? Who participates in it and why? How is Palamon positioned in this industry?

Private Equity Defined

The term "private equity" encompasses a variety of investment strategies including buyout funds, mezzanine funds, restructuring funds, and venture capital funds. A common characteristic of all private equity strategies is that they invest in relatively inefficient markets on privately negotiated terms and seek to earn a premium return to publicly traded stocks and bonds. Depending on their investment goals and the size of their portfolio, investors may choose to invest directly in individual funds or through a Fund of Funds.

Private equity investments are capital invested in public, but more typically private companies on a private placement basis and are not available in the public markets. Private equity investments run the gamut of corporate finance strategies, ranging from financing of start-up companies to debt investments in mature companies. Sub-categories that comprise private equity include: leveraged buyouts, venture capital, mezzanine financing, distressed debt, real estate, development capital and special situations.

Private equity managers invest via privately negotiated transactions, often acquiring large ownership stakes and taking an active role in monitoring and advising the companies in which they invest. They often exercise as much control or more control than the company's management by generally holding one or more seats on the companies' boards. This provides the opportunity to enhance returns by directly influencing the company and eventually engineering value creation and the ultimate exit from the investment.

Stages of Private Equity Investing

Source: Smith Barney and Asset Alternatives

Private Equity Investment Cycle

Participants

The large investment banks are active in the sector (Morgan Stanley, DLJ, Merrill Lynch, Goldman Sachs, etc.). The venture capital firms that organize buyout funds, mezzanine funds, and venture funds are also the most recognized participants in private equity. The last set of players in this arena is the investors who put money at risk in the various funds. The investors used to be high-net-worth individuals. But today, they are more often public pensions, corporate pensions, endowments and foundations, banks, finance and insurance companies.

Palamon's Positioning in the Industry

European Private Equity Industry

The European mid-market has been transformed almost beyond recognition from its humble beginnings in the UK some twenty years ago. Back in the early 1980s there were few private equity houses and limited competition, the asset class was neither widely understood nor followed by potential investors and few entrepreneurs or big company executives knew of its existence.

Deal sizes were small and