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Annual Report ANNUAL REPORT This Annual Report contains certain “forward-looking” statements, and such information is based on the beliefs of Arcapita, as well as on assumptions made by, and information currently available to, Arcapita. When used in this Annual Report, the words “anticipate”, “believe”, “estimate”, “expect”, “plan”, “intend”, and words or phrases of similar import, are intended to identify forward-looking statements. Such forward-looking statements may include, without limitation, statements relating to the following: Arcapita’s plans, strategy, objectives or goals; Arcapita’s future economic performance or prospects; specific country, region and worldwide business environment; potential effect on future performance of certain contingencies; and assumptions underlying any such statements. These statements are inherently subject to significant business, economic, competitive, regulatory and operational uncertainties, contingencies and risks, both specific and general in nature, many of which are beyond the control of Arcapita. Any forward-looking statements are speculative in nature, and it can be expected that one or more of the assumptions underlying such statements will prove not to be accurate, and unanticipated events and circumstances may occur. Actual results and events will likely vary from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements, and such variations may be material. Consequently, this Annual Report should not be regarded as a representation by Arcapita that the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements will be achieved and should not be relied on. Arcapita does not intend to update these forward-looking statements. Note: “$” refers to US dollars throughout. 2 | ARCAPITA ANNUAL REPORT 2014 TABLE OF CONTENTS Overview 4 Geographic Presence 5 Arcapita Values 5 Chairman's Message to the Shareholders 6 Chief Executive Officer’s Message 8 Our Business 9 Business Model 10 Clients 10 Lines of Business 10 Investment Process 13 Current and Exited Portfolio 14 Corporate Governance Overview 15 Organizational Structure and Business Divisions 18 Financial Highlights 20 Arcapita Group Holdings Limited Independent Auditors’ Report to the Shareholders 23 Consolidated Statement of Financial Position 24 Consolidated Statement of Comprehensive Income 25 Consolidated Statement of Cash Flows 26 Consolidated Statement of Changes in Equity 27 Notes to the Consolidated Financial Statements 28 Shari’ah Supervisory Board’s Report 40 to the Shareholders - AGHL Aim Investment Management B.S.C. (C) Independent Auditors’ Report to the Shareholders 41 Report of The Board of Directors 42 Statement of Financial Position 43 Statement of Income 44 Statement of Cash Flows 45 Statement of Changes In Equity 46 Notes to the Financial Statements 47 Shari’ah Supervisory Board’s Report 57 to the Shareholders - AIM Our People Board of Directors 58 Shari’ah Supervisory Board 60 Senior Management 61 Management Team 63 Contact Information 65 ARCAPITA ANNUAL REPORT 2014 | 3 Overview Arcapita originates global alternative investments which comply with Shari’ah principles for its investors and shareholders. At the center of one of the fastest growing wealth markets in the world, Arcapita serves an exclusive group of investors in the GCC region and Southeast Asia. With offices in Bahrain, Atlanta, London and Singapore, Arcapita possesses a footprint to invest on a global scale. 4 | ARCAPITA ANNUAL REPORT 2014 GEOGRAPHIC PRESENCE London Atlanta Bahrain Singapore Selected countries where Management oversaw investments Arcapita offices Arcapita currently operates out of the following offices: • Manama, Bahrain: Covering the GCC region and India; • Atlanta, US: Covering United States; • London, UK: Covering the UK, Western, Central and Eastern Europe; and • Singapore: Covering Southeast Asia, China, Japan and Australia. ARCAPITA VALUES Quality We believe passionately in the long-term value creation that comes from insisting on the very best people, systems and processes. The professionalism of our people is at the heart of everything that we do and the way in which the firm approaches its business with all of its stakeholders. This leads to the strong and long-lasting relationships on which we have built our business. Transparency We have built a system of governance to ensure that our processes, our products and services are all clearly defined and communicated to ensure full transparency for all stakeholders. Alignment with our investors We believe wholeheartedly in the importance of investing alongside our investors, ensuring that our success is always closely correlated with theirs. ARCAPITA ANNUAL REPORT 2014 | 5 CHAIRMAN'S MESSAGE TO THE SHAREHOLDERS Abdulaziz Hamad Aljomaih | Chairman Fiscal Year (“FY”) 2014 was a successful period for Arcapita, during which we have strengthened our balance sheet and enhanced the performance of our investment portfolio. Arcapita ended FY 2014 having achieved revenues of $29.3 million and net income of $10.1 million. Our robust financial performance was driven by the performance of the existing investment portfolio. Over the course of the year, we took advantage of the favorable market conditions across the globe to exit several investments ahead of plan. The global economic environment has been improving, with the recovery led by developed economies. The growth has generally been supported by favorable monetary conditions, improving confidence, recovering real estate sectors, improved consumer spending and improved lending conditions. The alternative investments industry, including Arcapita, has benefited from this recovery, the strong equity markets, low interest rates and increasingly accommodating bank lending conditions. Since September 2013, Arcapita has delivered approximately $730 million in proceeds to investors from monetizing investments within the current portfolio. Most of the remaining portfolio investments continue to perform at or above their respective plan levels. Another important achievement during FY 2014 was the closing of the targeted equity offering of $100 million with prominent shareholders from across the GCC region, including sovereign wealth funds, institutional investors, high net worth individuals, family offices and certain senior management members. The equity offering, which was oversubscribed, will fund our growth strategy over the next five years. Building on this positive momentum is a key objective during FY 2015. Arcapita is now focused on two clear areas of opportunity: asset management of an existing $3 billion investment portfolio and the growth opportunity of new Shari’ah-compliant alternative investment products and services. Arcapita will offer real estate and private equity investments on “deal-by-deal” and funds basis to a select group of investors. We also intend to offer services to clients, including asset management and advisory services, with the objective of developing additional recurring revenue streams. We are actively developing a new deal pipeline, and have initiated discussions with our global partners and a number of co-investors along these lines. Given our global network, investment capabilities and the support of our exclusive investor relationships, we believe that Arcapita is well positioned to take advantage of the economic landscape. We are also focused on ensuring that Arcapita is well prepared for future changes in market conditions and the stability of the firm’s earnings by growing sustainable recurring revenues. To this end, we will pursue new investments, funds and other service-oriented offerings that are synergistic and build on the strengths that the Arcapita management team built over the past 17 years. 6 | ARCAPITA ANNUAL REPORT 2014 We are proceeding ahead with the execution of our strategic targets under the following key guidelines: • Balance sheet-light model: Arcapita’s balance sheet is 100% equity-funded and will continue with this model for the foreseeable future. We will conservatively utilize the balance sheet to underwrite a portion of new transactions. A substantial majority of deal-by-deal investments are expected to be syndicated to our investor base prior to closing a given investment. This focus on pre-syndication is purposeful and is meant to reduce underwriting risks. • Flexible cost base: Lower and flexible cost base relative to peers, while maintaining a culture of accountability. Our aim is to cover fixed cost base from recurring income over the medium term. • Investment risk management: Comprehensive capital allocation and risk management guidelines to guide new investment activities. The board of directors will be involved in steering the strategic direction of the firm and overseeing its risk profile through board committees; such as the Audit and Risk Committee. Arcapita was formed to provide innovative, high-quality Shari’ah-compliant alternative investment opportunities for investors. Over the last 17 years, Arcapita’s investment professionals have completed more than 70 investments across the globe, with a transaction value of approximately $30 billion. Today, we believe that we are still the only firm with the capability to provide high net worth investors in the GCC the opportunity to invest in private equity investments globally, on a Shari’ah-compliant basis. Finally, Arcapita continues to benefit from the ongoing support of its shareholders, board of directors, investors and other stakeholders,
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