0 - Confidential - Project Rainbow - Update 29 October 2013.

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Presentation transcript:

0 - Confidential - Project Rainbow - Update 29 October 2013

1 - Confidential - 11 Enterprise value determined in 2012 was INR 1,060 crs ($193M)* SPE to acquire 52.28% of Maa TV for a total purchase price of INR 554 crs ($101M)* with: SPE will acquire 51% of fully-diluted equity at close for INR 540 crs ($98.3M)* Additional 1.28% to be purchased in FYE14 from employee stock option holders for INR 13 crs (~$2.4M) Purchase price derived as 22x reported FYE12 Adjusted EBITDA of INR 48.2 crs ($8.8M)*. SPE will have a call option on the 47.72% minority position beginning in FYE18 –Call option will be for fair market value, determined by mutual agreement, or by independent valuation if agreement cannot be reached Valuation Structure Proposed in June 2012 Figures in INR crsFY12AFY13FY14EFY15EFY16EFY17E EBITDA (as per Bplan prepared in June 2012) Actual / revised EBITDA performance Overperformance8%13% Overperformance by Maa TV against performance projected in 2012 * Depreciation in USD-INR exchange rate from INR 55 in June 2012 to INR 61.4 in Oct 2013

2 - Confidential -  Pre Digitisation  Post Digitisation Share of subscription revenues Consolidation among distributors Reduction in carriage As per TRAI recommendations for pay channels Very low subscriber revenues accruing to broadcasters & MSOs; Under-reporting at the LCO stage ► Channel carrying capacity for digital cable enhanced to 1,000 – 1,500 standard definition (SD) channels compared to 90 channels in the analog regime ► Increase in capacity to reduce carriage costs for broadcasters – MSOs have witnessed a % reduction in carriage over the past year ► Consolidation among distributors to gain bargaining power with MSOs ► Zee Turner and Star Den merged their distribution businesses in mid 2011 ► IndiaCast and Disney UTV formed distribution JV company in Jan 2013 ► Only 3 major players in the distribution space: Media Pro, The One Alliance and IndiaCast ► This will result in higher realisation for broadcasters for their content from MSOs Changing Landscape: Increase in subscription revenue due to partial digitization… Source: FICCI-KPMG Report 2013; EY estimates

3 - Confidential - Broadcasting companies commanding a higher premium in valuation multiples (TTM EBITDA multiples) Figures in INR crsRevenueEBITDA FY11FY12FY13FY14EFY11FY12FY13FY14E Zee Entertainment3,008 3,041 3,699 4, ,155 y-o-ygrowth 1.05%21.68%15.33% %29.05%21.02% Sun TV2,0141,847 1,953 2,3241,5781,4141,4391,641 y-o-ygrowth -8.26%5.73%18.99% %1.75%14.00% Uptick in Financial Performance  Zee: 19.5x  Sun: 11.2x  Zee: 24.3x  Sun: 14.9x  ZEEL EV/EBITDA  SUN TV EV/EBITDA Digitization reflects in financial performance upstick and higher valuation for comparable companies…

4 - Confidential - Company Market cap (INR crs) EV (INR crs) FY 2013FY2014E EV/RevenueEV/EBITDAEV/RevenueEV/EBITDA Zee Entertainment Enterprises25,526 25,3756.9x26.6x5.9x22.0x Sun TV Network16,728 16,3128.4x11.3x7.0x9.9x TV 18 Broadcast3,817 4,0312.4xNM2.2x20.8x NDTV xNMNA Zee Media Corp x9.7x1.1x7.3x TV Today Network - Adjusted* x6.9x1.5x6.5x Median multiples for all broadcasting players 2.0x10.5x2.2x9.9x Median multiples for GECs (Zee and Sun) 7.6x19.0x6.5x16.0x Adjusted GEC multiple applicable for Maa TV (10% liquidity discount + 20% control premium + adjusted for time value) 21.7x18.3x Market data as of Oct 25, 2013 Source: BSE, NSE, Company annual reports * FY13 EBITDA and PAT for TV Today adjusted to reflect sustainable FY13 Q3 and Q4 numbers Trading & Transaction Comparables – EBITDA Multiple range: 19x – 22x Transaction Comparables DateTarget CompanyAcquirer Company Revenue Multiple EBITDA Multiple Jan-12ETV Network channelsNetwork18 Media and Investments6.2x22.6x May-12Living Media India LimitedAditya Birla Group7.3xNM Nov-08Asianet CommunicationsStar Jupiter Television Entertainment N/A22.5x Median6.8x22.6x

5 - Confidential - Purchase Price Scenarios – EV range USD 230M – USD 270M * Depreciation in USD-INR exchange rate from INR 55 in June 2012 to INR 61.4 in Oct 2013 (in INR crores) Option 1 - Tranche 1 valuation based on FY14; Tranche 2 at FMV - FY16 Option 2 - Tranche 1 valuation based on FY13; Tranche 2 at FMV - FY16 FY14 EBITDA90FY13 EBITDA65 EV / FY14 EBITDA (premium) - 100% buyout18.3xEV / FY13 EBITDA (premium) - 100% buyout21.7x Enterprise Value100% 1,647Enterprise Value100% 1,402 Enterprise Value (USD in mm) 268Enterprise Value (USD in mm) 228 FY14 EBITDA90FY13 EBITDA65 EV / FY14 EBITDA (peers) - 52% stake16.0xEV / FY13 EBITDA (peers) - 52% stake19.0x Enterprise Value 1,440Enterprise Value 1,227 Net Debt39Net Debt39 Equity Valuation1,401Equity Valuation1,188 Payout I ( Dec 31, 2013)52% 732Payout I ( Dec 31, 2013)52% 621 Payout I ( Dec 31, 2013) (USD in mm) 119Payout I ( Dec 31, 2013) (USD in mm) 101 FY16 EBITDA161FY16 EBITDA161 EBITDA multiple at FMV14.4xEBITDA multiple at FMV14.4x Enterprise Value / Equity Valuation2,323Enterprise Value / Equity Valuation2,323 Payout II in FY1648%1,108Payout II in FY1648%1,108 PV of Payout II 10%)916PV of Payout II 10%)916 PV of Total Payout 1,648PV of Total Payout 1,537 PV of Total Payout (USD in mm) 268PV of Total Payout (USD in mm) 250 Option 3 - Tranche 1 accounts for overperformance - FY13; Tranche 2 at FMV - FY16 Option % upfront on FY14 EBITDA; payment in two tranches (FY14 & FY16) Enterprise Value (offered before)1,060FY14 EBITDA90 Premium for incremental FY13EBITDA111EV / FY14 EBITDA (premium) - 100% buyout18.3x Revised Enterprise Value100% 1,172Enterprise Value100% 1,647 Revised Enterprise Value (USD in mm) 191Enterprise Value (USD in mm) 268 Net Debt39FY14 EBITDA90 Equity Valuation1,133EV / FY14 EBITDA (peers) - 52% stake16.0x Payout I ( Dec 31, 2013)52% 592Enterprise Value 1,440 Payout I ( Dec 31, 2013) (USD in mm) 96Net Debt39 FY16 EBITDA161Equity Valuation1,401 EBITDA multiple at FMV14.4xPayout I ( Dec 31, 2013)52% 732 Enterprise Value / Equity Valuation2,323Payout I ( Dec 31, 2013) (USD in mm) 119 Payout II in FY1648%1,108Equity Valuation1,401 PV of Payout II 10%)916Payout II in FY1648%668 PV of Total Payout 1,508PV of Payout II 10%)552 PV of Total Payout (USD in mm) 246PV of Total Payout 1,285 PV of Total Payout (USD in mm) 209

6 - Confidential - Financial Impact to SPE – Accretive / Dilutive Analysis (a) Goodwill will be tested for impairment on a yearly basis * USD-INR exchange rate - 1USD equates to INR 61.4 (Oct 2013) EBIT Impact (a) Option 1 - Tranche 1 valuation based on FY14; Tranche 2 at FMV - FY16Q4 FY Total EBIT before Purchase Price Amort Less: Purchase Price Amort(29.6)(118.6)(94.5)(73.0) Incremental Annual EBIT to SPE (10.5)(11.3) Cumulative EBIT to SPE (10.5)(21.8) Incremental Annual EBIT to SPE (USD)(1.7)(1.8) Option 2 - Tranche 1 valuation based on FY13; Tranche 2 at FMV - FY16Q4 FY Total EBIT before Purchase Price Amort Less: Purchase Price Amort(25.2)(100.9)(80.4)(62.1)(268.6) Incremental Annual EBIT to SPE (6.1) Cumulative EBIT to SPE (6.1) Incremental Annual EBIT to SPE (USD)(1.0) Option 3 - Tranche 1 accounts for overperformance - FY13; Tranche 2 at FMV - FY16Q4 FY Total EBIT before Purchase Price Amort Less: Purchase Price Amort(21.1)(84.3)(67.2)(51.9)(224.6) Incremental Annual EBIT to SPE (1.9) Cumulative EBIT to SPE (1.9) Incremental Annual EBIT to SPE (USD)(0.3) Option % upfront on FY14 EBITDA; payment in two tranches (FY14 & FY16)Q4 FY Total EBIT before Purchase Price Amort Less: Purchase Price Amort(29.6)(118.6)(94.5)(73.0)(315.6) Incremental Annual EBIT to SPE (10.5)(11.3) Cumulative EBIT to SPE (10.5)(21.8) Incremental Annual EBIT to SPE (USD)(1.7)(1.8) (in INR crores)

7 - Confidential - Option 1Option 2Option 3Option 4 Description Tranche I valuation at current fair value based on FY14 EBITDA and Tranche II valuation at fair value as in FY16 Tranche I valuation at current fair value based on FY13 EBITDA and Tranche II valuation at fair value as in FY16 Tranche I valuation to account for over- performance in FY13 EBITDA and Tranche II valuation at fair value as in FY16 Acquire 100% upfront as per current fair valuation; payment in two tranches (FY14 and FY16) with a floor & cap structure Enterprise 100% (INR crores / USD millions) 1,647 / $2681,402 / $2281,172 / $1911,647 / $268 PV of payout – 52% (FY14) & 48% (FY16) 1,648 / $2681,537 / $2501,508 / $2461,285 / $209 Premium over US$ 193mm* last offer – 100% Case 38%18%-1%38% Premium over US$ 193mm* last offer – 52% Case 38%30%27%8% AccretiveAccretive from Yr 2Accretive from Yr 1 Accretive from Yr 2 Sony’s perspective Results in a high payout (PV) Covers for potential underperformance in FY16 Results in moderate payout (PV) Risk of future underperformance Results in a moderate payout (PV) Covers for potential underperformance in FY16 Results in a moderate payout (PV) Partial risk of future underperformance Maa’s perspective Valuation in line with transactions in the space High probability of acceptance Does not account for Maa’s overperformance in FY14 compared to industry Medium probability of acceptance Does not account for Maa’s overperformance in FY14 Upside to promoters from FY16 performance Medium probability of acceptance Captures current trading multiples of listed peers Promoters will have visibility on payout quantum Medium probability of acceptance Scenario Summary * Depreciation in USD-INR exchange rate from INR 55 in June 2012 to INR 61.4 in Oct 2013 (in INR crores)