Potential Advisory Role to
Icelandic State Financial
Investments (ISFI) on behalf
of the Icelandic State
Expression of Interest
28 January 2016
1. Administrative Confirmations
I
Contact Details
Andy Verdin
Enrique Febrer-Bowen
Peter Mason
Managing Director,
Co-Head of Nordic Banking
Managing Director,
Head of FIG ECM EMEA
Managing Director,
Co-Head FIG EMEA, Head FIG DCM
II
5 The North Colonnade,
London E14 4BB, UK
5 The North Colonnade,
London E14 4BB, UK
5 The North Colonnade,
London E14 4BB, UK
+ 44 (0) 20 77 73 88 07
+ 44 (0) 20 31 34 87 29
+ 44 (0) 20 77 73 85 07
[email protected]
[email protected]
[email protected]
Confirmation On Applicable Operating License
 We hereby confirm that we are registered with the FCA in the UK and have passports into certain
jurisdictions in the EEA (which include Iceland) and also have the applicable licenses to operate
in New York, USA
III
Consent of Expression of Interest
 We hereby confirm that we consent to the publication of this expression of interest on the website
of Rikiskaup
IV
Confirmation of Interest: Leading Co-ordinator and Bookrunner Role
 Barclays wishes to be considered for a leading co-ordinator and bookrunner role for the proposed
sale by ISFI on behalf of the Icelandic State of up to 28.2% shares held in Landsbankinn and, as
the case may be, the sale of its holdings in other commercial banks owned by the Republic of
Iceland
V
CSR and Management of Potential Conflict of Interests
 We have performed our internal conflicts check and, as of today’s date we can confirm that no
conflicts of interest have been identified that would prevent us from accepting a role as leading
co-ordinator and bookrunner on the proposed IPO
 Barclays has in place protocols to ensure that it is able to identify potential conflicts of interest at
both the macro-level (e.g. committee approval for new lines of business) and micro-level (e.g. the
Compliance Conflicts Management team). Barclays also has in operation a wide range of
monitoring tools in order to detect any activity that may constitute a potential conflict of interest
 This expression of interest is subject to the agreement of an Engagement Letter on satisfactory
terms, internal committee approvals and processes where relevant
1
2. Relevant CVs of the Barclays Team
Senior Sponsorship


Andy Verdin
Enrique Febrer-Bowen
Peter Mason
Managing Director,
Co-Head of Nordic Banking
Managing Director,
Head of FIG ECM EMEA
Managing Director, Co-Head FIG
EMEA, Head FIG DCM

Andy is Co-Head of Nordic Banking and has
spent over 30 years at Barclays across
corporate, credit risk and investment banking
businesses, including senior roles within the
Energy and Power & Utilities sector teams - he
has over 20 years involvement in the Nordic
region and has led the team since 2006
Andy has led coverage for Barclays in Iceland
since 2011, including relationships with the
Republic, Central Bank, key corporate clients
such as Landsvirkjun, investment companies
and banks. His relevant transactions include:
international bond offerings for the Republic of
Iceland in 2011 and 2014; capital structure &
ratings advisor to Landsvirkjun; and the recently
announced sale of a 51% Icelandic ownership in
food company Bakkavor




Enrique has led Barclays FIG ECM coverage in
EMEA since 2009
IPOs of: ABN AMRO, TBC Bank, Bankia, Alior
Bank, Talanx, Santander Mexico
Capital increases, rights issues and follow-on
offerings for: Barclays, Deutsche Bank, Monte
dei Paschi, Banca Popolare de Milano, Unipol,
Fondiaria, National Bank of Greece, Banco
Popular, Delta Lloyd
Privatisation experience includes: Eurobank,
Piraeus Bank and Commerzbank
24 years experience in the sector




Prior to joining Barclays in June 2010, Peter
served as Head of Citigroup’s Northern
European FIG DCM business
Peter led FIG DCM coverage for Dutch, Nordic,
CEEMENA and UK Insurance clients before
taking up the roles of Head of the FIG DCM and
Co-Head of the FIG in 2015
Peter has been covering the financial sector in
Iceland since 2000
Peter has over 17 years of investment banking
experience largely focused on FIG clients
Project Leaders
Nick Gradel
FIG Deal Captain
ECM Deal Captain
Gustaf Winberg
Director, Head of ECM Origination
for Nordics and Netherlands








Director, EMEA FIG

Nick is currently Head of ECM Origination for Nordics and Netherlands
Nick has advised on recent IPOs for ABN AMRO, GrandVision, John Laing,
ISS, Statoil Fuel & Retail and the demerger of Aker Solutions as well as on
large number of capital raises and equity linked transactions
Prior to joining Barclays in 2005, Nick worked in Equity Research at
Deutsche Bank, including as one of the 3 analysts on Deutsche Post’s
€6.6bn privatisation in 2000
Nick has over 15 years of investment banking experience



Gustaf provides corporate finance advice to banks and insurers with a focus
on M&A, restructuring, regulatory capital, funding and risk management
Gustaf has covered the Icelandic banking sector since 2007
Gustaf has previously worked for Morgan Stanley in Financial Institutions
M&A
10 year investment banking experience in Nordic FIG
Alex Ng
Tom Lewin
Tanja Gihr
Director, Nordic Banking
Director, EMEA FIG
Director, EMEA FIG
Focused on the Nordic region working with
clients across M&A, financing advisory, capital
structure, credit ratings, financing and risk
management solutions
Alex has covered Icelandic clients since 2007
Relevant Icelandic transactions include the Sale
of 51% in the Icelandic food company Bakkavor
(2016), various financing and capital structure
advisory roles for Landsvirkjun and Bakkavor
and the international bonds for the Republic of
Iceland (2011 and 2014)
Alex has over 10 years of banking experience
across credit risk and investment banking





Nordic Banking
Focused on providing corporate finance advice
to corporate and financial clients on a range of
transactions, predominantly in the banking,
mutual and specialist finance sectors
Experience advising governments on bank
restructurings, recapitalisations and
privatisations
Key relevant transactions include: Standard
Chartered $5.1bn rights issues (2015); IPO of
Hastings Group plc (2015); IPO of OneSavings
Bank (2014); IPO of Virgin Money (2014);
Barclays £5.8bn rights issue (2013)
Responsibility for providing relevant FIG
Advisory expertise throughout the process
15 years experience
Equity Capital Markets



Tanja started in Frankfurt focused on covered
bonds internationally before moving to London
to advise Barclays Bank and now Nordic
financials
Tanja has worked on various multi billion
transactions across the capital structure; she
has covered Icelandic banks since 2006 having
executed various debt issues
Over 10 year investment banking experience in
FIG Debt Capital Markets
Equity Syndicate
Maximilian Balfors
Nikita Turkin
Chris Madderson
Assistant Vice President
Assistant Vice President
Head of EMEA Equity Syndicate
Oscar Hetting
Viviana Stavreva
Ben West
Analyst
Analyst
EMEA Equity Syndicate
2
3. EMEA Equity Research Platform
Europe, Middle East and Africa (EMEA) Equity Research Platform
Select Research Capabilities
Christoffer Rosquist
Nordic Banks Research
Jeremy Sigee
Head of EMEA Banks Equity Research
Barclays’ Coverage Universe
4. Leading Sales and Trading Platform
Unrivalled Distribution Platform to Access Key UK, US and Nordic Demand
Chris Madderson
Head of EMEA Equity Syndicate
15 years of experience
Will Tovey
Head of Equities Distribution
20 years of experience
Dominic Watt
Bank Specialist Sales
17 years of experience
Barclays’ Dedicated Sales Teams Selling to UK, US and European Investors
#1
#1
Barclays is #1=
in European Equities Research/
Advisory Share with US Investors
Greenwich Associates 2014 survey (1)
EXTEL SURVEY
2015
UK Equity Sales
Leading “Bulge Bracket “
Firm (2)
Top 3 European Sales
into West Coast
US & Central US(2)
EXTEL SURVEY
2015
#1
EXTEL SURVEY
2015
Pan-European Brokerage Firm Equity Sales
10th (2014)
6th (2015)(3)
Only team in top 10 to gain market share
Top 3 European Sales into Italy, Switzerland(2)
Top 5 European Sales into Nordics, Benelux(2)
2014
#1 Brokerage
Firm Europe
Nordics
Benelux
Boston
West Coast
Peter Herne + Team
Head of International
Equity Sales, US
18 yrs of experience
New York
Jonathan Firth + Team
Head of EU Equity
Sales
17 yrs of experience
Kristof Kaldau + Team
Head of Nordic
Equity Sales
15 years
UK +Pan-European
Germany
Switzerland
France
Iberia
Italy
Barclays Fully Committed to Aftermarket Support and Post-Listing Trading
Top Trader in the USA (1) …
…And Leading Trader in the UK(4)…
Supporting Our Recent European Banks & Nordic IPOs (5)
38.9%
8.4%
7.5%
8%
#2 Overall North American
Trading Capability
6.7%
7%
#1
#3
7.0%
27.1%
6.9%
6.2%
#1
#4
6%
15.0%
5%
4.4%
9.1%
#2
16.6%
#2
#1
4%
3%
2009
2010
2011
2012
2013
2014
2015
___________________________
1) Greenwich associates investor survey 2014. 2) Regional breakdown of Extel 2015 Pan-European Brokerage Firm Equity Sales; 3) 2015 Extel Ranking (based on
commissions paid for Pan-European Equity Sales. 4) London Stock Exchange as of 22nd January 2016. 5) Trading rank for the first 6 months post launch, Bloomberg as of
22nd January 2016.
3
5. Strategic Support to Iceland Inc.

Barclays has a long history in assisting both the Republic of Iceland as well as select
corporates / institutions in accessing the international capital markets
I

In 2006 Barclays raised €1,000 million through a Benchmark bond for the Republic of Iceland and
between 2005 and 2007 assisted Icelandic corporates / institutions throughout 12 transactions to
raise ~€6.1 billion in financing

Post crisis Barclays has actively assisted both the Republic of Iceland as well as select
corporates / institutions in re-entering the international capital markets
Key Icelandic Assignments

$1.0bn
Benchmark bond
due 2016
€750m
Benchmark bond
due 2020
Lead Manager
June 2011
Lead Manager
July 2014

£163m
Sale of 51% of the company
Sole adviser to Bakkavor
January 2016
II

Barclays was a lead manager on the Republic of Iceland’s re-entry into both the
US and EUR bond markets

In 2011: the Republic of Iceland issued a 5-year US$-denominated
benchmark following a 6-day marketing exercise across London and the US
lead in co-ordination with the Lead Managers

In 2014: the Republic of Iceland issued its first EUR benchmark since 2006,
and first international bond issued since 2012

Barclays has lead managed 2 of the last 3 benchmarks for Iceland
In January 2016 Barclays acted as the exclusive financial advisor to Bakkavor,
the Icelandic owned fresh prepared food company, on a sale of a 51% stake
owned by Icelandic Pension Funds and Institutions
The stake sale valued the total equity of Bakkavor at £320m
Other Financial and M&A Advisory Services
$200m
Revolving Credit Facility
Exclusive Financial
Advisor to the
Resolution Committee
£150m
Senior Notes
£150m, 8.75% due 2020
£130m
Revolving Credit
Facility and Term Loan
Mandated Lead Arranger
June 2013
Coordinator, Bookrunner,
Mandated Lead Arranger
December 2015
2013-2014 and
2009 - 2011
Joint Bookrunner
June 2013
ISK 2.5bn
Inflation Linked
Covered Bond
€1.0bn
Covered Bond
Programme
$200m
Revolving Credit Facility
Joint Manager
February 2012
Sole Arranger
January 2012
Coordinator, Bookrunner,
Mandated Lead Arranger
December 2011
4
ECA Financing
Búðarháls
Sole Advisor
October 2011
£350m
Consent Solicitation
Exercise for Project New
Consent Solicitation
Agent
May 2012
£380m
Senior Secured
Credit Facility
Global Co-ordinator/
Bookrunner
February 2011
6. FIG Experience and Credentials
In Europe, Barclays has raised over $66.5bn of equity for banks and
insurers since 2009(1)

IPO – Select recent Financial IPOs in EMEA where Barclays played an active role
 Acted as Sole Sponsor, Sole Global Coordinator and Joint Bookrunner on the IPO of One
Savings Bank; the first UK bank Main Market IPO since 2000, J.C. Flower’s first UK IPO and the
first UK “Challenger Bank” IPO
 Barclays was a Joint Bookrunner in the €3.8bn ABN AMRO IPO in November 2015; the
transaction is the largest IPO of a bank in Europe since May 2007
 Acted as Joint Bookrunner in the Virgin Money IPO
 Acted as Joint Bookrunner for over €3.5bn of capital raising for Greek banks in November 2015
 Sole Global Coordinator on the Banca Sistema IPO, the 1st Italian main market IPO with only
one global coordinator since 2007 and 1st Italian main market Financials IPO with only one global
coordinator since 2000
Barclays’ FIG IPO and Equity-related Track Record
€3.8bn
Initial Public Offering
€2.0bn
Capital Raise
€1.6bn
Capital Raise
$5.1bn
Rights Issue
Joint Bookrunner
November 2015
Joint Bookrunner
November 2015
Joint Bookrunner
November 2015
Joint Lead Arranger
November 2015
£267m
Initial Public Offering
£316m
Initial Public Offering
Joint Bookrunner
March 2015
Joint Global Coordinator
February 2015
Joint Bookrunner
November 2014
€161m
Initial Public Offering
£1.4bn
Secondary sale of 17.4% stake in
Sole Global Coordinator
June 2015
£942m
Rights Issue
Sole Global Coordinator,
Sole Bookrunner
September 2014
€750m
Rights Issue
€5.0bn & €3.0bn
Rights Issues
€6.8bn
Rights Issue
Joint Bookrunner
July 2014
Joint Bookrunner
July 2014/June 2015
Joint Bookrunner
June 2014
€400m
Rights Issue
US$256m
Initial Public Offering
£143 m
Initial Public Offering
€500m
Rights Issue
Joint Bookrunner
June 2014
Joint Global Coordinator,
Joint Bookrunner
June 2014
Sole Global Coordinator, Joint
Bookrunner and Sole Sponsor
June 2014
Joint Global Coordinator
and Bookrunner
May 2014
PLN 464m/USD151m
Primary Placing Global Coordinator, Sole Bookrunner and
Equity Advisor
December 2013
£5.8bn
Rights Issue
€2.9bn
Primary Capital Increase
Joint Global Coordinator
April 2014
Sole Global Coordinator and
Joint Bookrunner
October 2013
___________________________
1) Dealogic as of 22nd of January 2016.
5
€8.3bn Recapitalisation Plan
€500m Mandatory Exchangeable
Joint Placement Agent
June 2013
7. European Government &
Privatisation Credentials

The Barclays team has experience of privatisations, financials and retail equity transactions and
would leverage this to support the Icelandic State
 Leading franchise for EMEA privatisations having worked on landmark government
transactions including Royal Mail Group’s £2.0bn IPO and ABN AMRO’s €3.8bn IPO
 We have been recently appointed Joint Global Coordinator on ENAV’s upcoming IPO, the first
IPO of an air traffic control operator
Barclays’ Precedent IPO Privatisation Experience
€3.8bn
IPO
£2.0bn
IPO
Joint Bookrunner
November 2015
Sole Sponsor, Joint Bookrunner,
Financial Advisor
October 2013
Ongoing
IPO
 Barclays acted as a Joint Bookrunner
for the ABN AMRO €3.8bn IPO on
the Euronext Amsterdam in
November 2015
 Barclays acted as Joint Bookrunner
and Sole Sponsor on the £2.0bn
Privatisation of Royal Mail on behalf
of HM Treasury
 The transaction represents the
largest IPO of a bank in Europe
since May 2007 and the second
largest IPO privatisation in Europe
since May 2007
 In addition, Barclays acted as
Financial Adviser to Royal Mail from
2010 until IPO
 At the time of IPO it was the largest
UK privatisation since the 1990s
Advisor on the privatisation of BMN
July 2015
 Barclays was appointed in July 2015
as a Financial Advisor to the FROB
(Fondo de Reestructuración
Ordenada Bancaria, a government
entity initiated as part of the banking
bailout and reconstruction program)
on the privatization of Banco Mare
Nostrum via a planned IPO
Joint Global Coordinator
 Barclays has been appointed by the
Italian Government as Joint Global
coordinator for the privatization of
ENAV
 ENAV is the first IPO of an air traffic
control operator
 The IPO was the largest European
IPO in 2013, and the largest UK IPO
retail offering since 1997
Other Government and Privatisation Advisory and ECM Experience
Equity Transactions
1.
Barclays’ Precedent Privatisation Experience
€754m
Secondary Placing by
Joint Bookrunner
December 2015
Sole Advisor to the Republic of Ireland
on the on sale of Bord Gais to a
Consortium
Advisor to the German Government’s
Federal Agency for Financial Market
Stabilisation (FMSA) in relation to its
silent participation and 25%
stake in
Advised the Central Bank of Ireland
on the Restructuring of the IBRC
Promissory Notes
2014
2012 – 2013
2013
Advisor to the FROB on the
determination of the economic value
and liquidation value of Catalunya
Banc following a capital increase
Advisor to the FROB on the
determination of the economic value
and liquidation value of Catalunya
Banc following a capital increase
2012
2012
Advisor to the Spanish Government
(FROB) on the valuation of Catalunya
Caixa and determination of the
resulting stake after required capital
increase
2011
£260m
Initial Public Offering
£52m
Secondary Placing
Joint Bookrunner
March 2013 / February 2015
Iceland
€886m
Exchangeable Bond
Joint Bookrunner
September 2010
Advisor to the Spanish Government
(FROB) on the valuation of Unnim,
Caja España – Caja Duero
Advisor to Central Bank of Ireland and
the Irish Ministry of Finance on
deleveraging and restructuring of the
Irish banking system
Capital Markets Advisor to
the Resolution Committee
Whose creditors included the
UK and Dutch Treasuries
2011
2011
2009/10
_______________________
Source: Dealogic, Barclays.
6
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purposes only. This document may contain information relating to securities or a transaction or may contain an indicative
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transaction or service related thereto is contemplated without Barclays’ subsequent formal agreement.
Barclays is acting solely as principal and not as fiduciary. Barclays does not provide, and has not provided, any investment advice
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7