Corsair Capital LLC - April 2008

On 12 February 2008, MPC announced the launch of a bid for the remaining HCI shares in a tender offer at £14.22 per HCI share (the statutory minimum bid level, which corresponds to the weighted average domestic share price of the target stock over three months). The transaction was financed through an equity issuance where MPC issued 1.55mlion of new shares from its authorised capital, which are not entitled to a dividend payment with respect to 2007. The implied 100% equity value of HCI, based on an offer price of £14.22 per share, is £341mlion.

The final closing date of the tender offer was 28 April 2008. The final acceptance level was approximately 5.64% of the HCI share capital which is equivalent to 1,354,245 HCI shares.

In an all-share exchange, signed on 11 February 2008, Corsair agreed to exchange its 20% stake in HCI into new MPC shares at a pre-determined share exchange ratio of 3.1 HCI shares for 1 MPC share. The ratio was determined by the tender offer price for HCI of £14.22 per share relative to an agreed reference share price for MPC of £44.20.

Canaccord Genuity advised Corsair Capital in the exchange of its 20% stake in HCI Capital into new shares of MPC Capital in the context of the public takeover offer for the outstanding shares in HCI by MPC.