TV18BRDCST

TV February 19, 2020 National Stock Exchange of India Limited, BSE Limited, Listing Department, Exchange Plaza, Department of Corporate Services Plot No. C/1, G-Block, Listing, Bandra-Kurla Complex, Bandra (E), P J Towers, Dalal Street, Mumbai-400051 Mumbai - 400 001 Trading Symbol: TV18BRDCST SCRIP CODE: 532800 Sub: Investor Presentation by Network18 on Composite Scheme of Amalgamation and Arrangement Dear Sirs, We enclose herewith Investor Presentation being released by Network18 Media & Investments Limited on the captioned Scheme. You are requested to take the same on record. Thanking You, For TV18 Broadcast Limited Encl.: As above TVl8 Broadcast Limited (CIN- L74300MH2005PLC281753) Regd. office: First Floor,Empire Complex.414-SenapatiBapatMarg. LowerPare!,Mumbai-400013 T+91 2240019000,66667777 Wwww.nw18.~omE:investors.tv18@nw18.com Investor Presentation Creating a Diversified Media and Distribution Powerhouse T V Synopsis of transaction Merging of RIL’s media & distribution businesses into Network18  Listed entities TV18, Den and Hathway to be merged into Network18  Network18 shares to be issued to shareholders of all of the above in swap-ratio as determined by valuers Ring-fencing of businesses by placing in wholly owned subsidiaries (WOS)  Cable Distribution, Internet Service Provider (ISP) and Digital businesses and investments to be placed under separate WOS’s of Network18 – Cable Co, ISP Co & Digital Co Resultant: Diversified business, with better visibility and control  Network18 standalone = News Broadcasting business of TV18  Cable Co = Combined Cable business of Den and Hathway + stake in GTPL  ISP Co = Combined ISP business of Den and Hathway  Digital Co = Digital News business (New18.com, FirstPost, MoneyControl) Unique combination of content & distribution across linear and digital Net debt free company. Mid-cap stock with ~2000 Cr market-cap Flagship Media & Distribution entity of Reliance group 2 Simplification of the listed media & distribution businesses of the group Current Structure Reliance Industries Ltd Sole (“RIL”) Sole Beneficiary Beneficiary Digital Media Independent Distribution Media Trust Trust Erstwhile Erstwhile RIL RIL RIL Public Public Den Public Hathway Companies Companies Companies Promoters Promoters 78.7% 13.4% 7.9% 72.0% 5.9% 22.1% 75.0% 25.0% NW18 (Listed) DEN Hathway 39.6% (Listed) (Listed) 51.2% TV18 IMT + RIL (Listed) Cos: 9.2% Entities to be merged  Swap ratio for merger Structure Post Merger RIL ‒ 191 shares of NW18 for every 100 shares of DEN Sole Beneficiary ‒ 78 shares of NW18 for every 100 Trusts shares of Hathway 100% ‒ 92 shares of NW18 for every 100 Public RIL Companies1 shares of TV18 64.3% 35.7% Merged NW18 (Listed) 100% 100% 100% WOS2 WOS1 WOS3 (Cable Co) (Digital Co) (ISP Co) 3 Strategic Rationale  Creates one of India’s Largest Listed Media & Distribution Companies  ~ Rs 8,000 Cr annual revenue  ~ Rs 12,000 Cr market-cap (current price x no. of shares post merger)  Combined group will be a major player across TV and Digital value chain  ~13% of TV market, both by viewership and pay-TV subscribers  India’s largest News network and #3 Entertainment broadcaster  #1 cable distributor with 27 mn connected homes across the country  6.7% share of wireline subscribers in India  Enhanced scale to benefit all businesses  Retain a higher share of the consumer spend on TV content within group  Simplifies structure of Network18, and reduces number of listed entities Unique combination of content & distribution across linear and digital 4 Financial Rationale  Balanced mix of annuity (~53% subscription) and seasonal (advertising and others) revenue  Reduced volatility of profitability and future levers of growth  Capital structure to improve - Combined company to be Net Debt free  Cost synergies from removal of overheads Net debt free company with strong financials 5 Proforma Financial Summary - Profitable and Net-Debt free (1) Merged NW18 ) 0 2 Advertisement Broadb NW18 Y and program and Hathway 2% F syndication Subscription Advertisement 10% 22% M 100% 36% & Others, 64% 9 Broadband ( x 31% iM s s e n DEN is 16% TV18 u 62% B Cable Cable 69% 90% Parameter 9MFY20(1) Parameter 9MFY20 Parameter 9MFY20 Parameter` 9MFY20 Parameter 9MFY20 Revenue 143 Revenue 3,750 Revenue 964 Revenue 1,343 Revenue 6,014 ) d s e c ir t ific e % growth 15.3% % growth (0.3%) % growth 3.4% % growth 10.6% % growth (0.3%) e p M s EBITDA (73) EBITDA 464 EBITDA 148 EBITDA 315 EBITDA 855 la ic s s e ln % margin n.m. % margin 12.4% % margin 15.3% % margin 23.5% % margin 14.2% n u a n s e PAT (279) PAT 275 PAT 36 PAT 56 PAT 88 iF r o y r c e R K N I( Gross Debt 1,460(2) Gross Debt 2,103 Gross Debt 208 Gross Debt 2,048 Gross Debt 5,817 Cash 93 Cash 210 Cash 2,237 Cash 3,309 Cash 5,756 Net Debt 1,367 Net Debt 1,891 Net Debt (2,029) Net Debt (1,261) Net Debt 60 Note: Cash includes Investments and Bank balances along with cash & cash equivalents (1) NW18 calculated as NW18 consolidated excluding TV18 consolidated (2) Excludes Interco debt from TV18 6 Reorganization to Benefit Shareholders of All Merging Entities CONTENT ENTITIES  Much-improved profitability for Network18 and TV18 shareholders  Access to steady cash generation businesses; likely to re-rate multiple  Streamlining of two layer ListCo structure, thereby eliminating HoldCo discount  Net-debt free profile on a consolidated basis to boost ROE and allow for future growth DISTRIBUTION ENTITIES  Integration with media, and growth from channel pricing by broadcaster  Scale benefits and cost synergies to aid growth  Exposure to digital content consumption growth COMMON BENEFITS  Leading market positions across multiple industry segments  Enhanced liquidity of merged Network18 (~64.3% promoter holding)  Increase in equity market following due to ~Rs 12,000 Cr market cap 7 Current shareholding pattern Network18 TV18 DEN Hathway Particulars Nos in Cr % Nos in Cr % Nos in Cr % Nos in cr % RIL shareholding 78.52 75.0% 15.83 9.2% 37.45 78.5% 127.37 72.0% Network18 shareholding - - 87.72 51.2% 0.07 0.1% - - Den erstwhile promoters - - - - 3.78 7.9% - - Hathway erstwhile promoters - - - - - - 39.19 22.1% Total Promoter & Promoter Group 78.52 75.0% 103.55 60.4% 41.29 86.5% 166.56 94.1% Public shareholders 26.17 25.0% 67.88 39.6% 6.43 13.5% 10.45 5.9% Total 104.69 100.0% 171.44 100.0% 47.72 100.0% 177.01 100.0% 8 8 Post scheme shareholding pattern of Network18 (1) Network18 Particulars Nos in cr % RIL shareholding 263.96 64.3% Promoter & promoter group 263.96 64.3% DENerstwhile promoters 7.22 1.8% Hathway erstwhile promoters 30.57 7.4% Other public shareholders 108.96 26.5% Publicshareholders 146.75 35.7% TOTAL 410.71 100.0% Note 1: Based on the share swap ratio Note 2: The erstwhile promoters of DEN and Hathway would be categorized as public shareholders with no special rights. 9 9 Approvals required; Advisors to the transaction, and Timelines  SEBI and Stock Exchanges  Shareholders and Creditors' of all merging entities Approvals  Company law regulatory authorities and Income Tax Dept Required  NCLT Mumbai  Approval of the DoT(1)  Lawyer: Trilegal  Valuer: BDO Valuation advisory LLP (Registered Valuer) and MSKA & Associates (Chartered Transaction Accountants) Partners  Fairness Opinion: Citigroup Global Markets India Pvt Ltd (for Network18) and ICICI Securities (for TV18, Den and Hathway) Appointed Date  Appointed date for Merger: February 1st, 2020 Scheme, subject to receipt of all approvals, is expected to be consummated by Q2FY21 Note: (1) Required for transfer of ISP license (DEN) and Unified License –ISP (Hathway). 10 Disclaimer This presentation is issued by Network18 Media & Investments Limited (the “Company”) for general information purposes only and does not constitute a solicitation or offer or invitation to sell or issue any securities of the Company, nor shall it be relied on in connection with any contract. This presentation may include statements which may constitute forward-looking statements such as statements about the strategy for growth, business development, market position, expenditures, and financial results. However, it should not be relied upon as a recommendation or forecast by the Company. Please note that the past performance of the Company should not be considered as indicative of future results. The actual results or performance of the Company could differ materially from those projected in any such forward- looking statements. The Company does not undertake to revise any forward-looking statement made by or on behalf of the Company. None of the Company, its Directors, Promoter or affiliates or any of their respective employees, advisers or representatives accepts any responsibility or liability whatsoever, arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or for any loss or damage suffered, directly or indirectly, from use of this document or its contents and makes no representation or warranty, express or implied, for the contents hereof including its accuracy, fairness or completeness . Any opinions or information expressed in this presentation are subject to change without notice. Thank You For further information - Investor Relations: Website: www.nw18.com Abhishek Agarwal Email: investors.n18@nw18.com Network18 Media & Investments Ltd. abhishek.agarwal@nw18.com