Sphere Partners Limited - Client Case Studies August 2006

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Sphere Partners Limited Client Case Studies

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Sphere Partners Ltd 50 Albemarle St Mayfair London W1S 4BD Telephone +44 (0)20 7916 7387 Fax +44 (0)20 7099 4711

www.spherepartners.com

1. Background

2. Examples

Contents

Background


Sphere Partners Limited - Our Group

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•Founded in 2002 to give independent, unbiased advice and support in the areas of strategic advisory and corporate finance

•Senior personnel, delivering full project management skills with well over 50 years experience around the team, having undertaken countless fund-raising for companies from around the globe

•Independent advisors (i.e. not linked to any broker, Nomad or Investment Bank)

•Corporate finance services include:

–Capital MarketsCapital-raising IPOs / floatationsDebt advisory Demergers Stock market positioning Corporate governance

–M&AAcquisitions (including leveraged buyouts, MBOs, MBIs and secondary buy-outs) Disposals Public offers (including public-to-privates) and mergers Bid defenses Alliances and joint-ventures Strategic advice

–Corporate and Strategic Advisory

–Post Float Support

Introduction



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•Sphere Partners is a leading advisory group with clients that include management teams, corporates and family businesses. We are active across a number of sectors with our key focus being the Asian entrepreneur in the UK and cross border transactions with Asia (Indian sub-continent and the Far East) and the Middle East.

•Sphere Partners has identified a niche in the marketplace. The transactions we undertake are typically ‘small’ for the larger investment banks and too complex / broad for the smaller corporate finance boutiques and as such our aim is to provide clients with the level of experience, product knowledge, financial engineering, market skills and commercial awareness - services normally made only available to much larger companies

•In our view, we add value to our clients by ‘thinking out of the box.’ We are not driven by the need to do a deal which changes the essence of evaluating opportunities that arise and allows us to consider each opportunity on its merits. In short, we support our clients by sitting on their side of their table.

•Sphere Partners has well established links globally and is well placed to deal with the increasing flow of cross border transactions. We have experienced multi-national professionals undertaking transactions in the UK, France, Asia and Middle East and handling Asian and Middle Eastern cross border transactions out of our offices in London. We also have joint venture agreements in place with advisory firms in India and France.

•We operate in both the Private and Public marketplace, covering a range of sectors that include: TMT (Technology, Media and Telecom), Retail, Healthcare, Leisure & Travel, Property, Energy and Industrials.

Strategy



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NameYears Exp.

Nish Kotecha

•Principal of Sphere Partners Limited.•Investment Banker and Head Of Technology Capital Markets at Lehman, Head of Equity Syndicate at JP Morgan and BZW.

16 years

Shahid Naqvi

•COO of Deutsche Bank’s European Corporate Finance business•Director of Strategy at Daiwa•Manager at KPMG in London and New York•Qualified CFA

16 years

Amir Eilon

•Head of CSFB Private Equity (W. Europe); Head of BZW Debt and Equity Capital Markets

and previously Morgan Stanley.•Non Executive Director and advisor to easyJet.•Non Executive Director of Flamingo (representing VC).

25 years

Stewart Millman

•Fund manager and Senior Corporate Financier with Lazard, HSBC, BZW and Nat West.•Chairman of AIM Listed PAT Systems. 32 years

Kiran Unadkat

•Corporate Finance and Strategic Actions at EBRD; Private Banking & Wealth Management at

HSBC Global.•Privately Managed Hedge Fund.

7 years

Some of our team…

Case Studies


Sphere Partners Limited - New Look Case Study

Background

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£699 million (US$1,250 billion) Public to Private (P2P)

•Leading UK Retail Group

•One of the largest take private transactions in the UK market in 2004 (to date)

•Sponsors comprised of Apax, Permira, Tom Singh

•Over 9 months in development

•348p bid price represented the highest share price ever seen.

Challenges:

Multiple groups: Company; Significant Shareholder; Public and Institutional Shareholders; Private Equity Sponsors; Debt Providers; Research Analyst Community and the Media.

Perception of P2P transactions in the market.

The Role of Sphere Partners Ltd

Advised the Management Team, including executive directors Phil Wrigley (Chief Executive Officer); Tom Singh (MD, Commercial); Carl McPhail (MD, Marketing, Operations and International) and Alastair Miller (MD, Finance, Property and Human Resources).

24 / 7 confidential support, advice and guidance for the CEO through the complex transaction.

Advising and supporting the founding shareholder.

Analysed and developed the appropriate strategy

Supported the Management team throughout the entire lengthy process including negotiations of their roles, remuneration, equity participation, etc

Independent viewpoint of all the ‘advice’ given by many parties involved in the transaction.

Phil Wrigley, CEO, New Look Group:

“Nish Kotecha of Sphere Partners provided a critical support in the throughout this long and complex transaction. Having a confidential Independent Advisor with a strong track record and integrity can help you to maximise the success rate of the strategy. I would recommend this approach to my peers.”

Nish Kotecha, Principle, Sphere Partners Ltd

“We are delighted to have been mandated in this landmark transaction and more importantly to be given the opportunity to work with one of UK / Europe’s leading Retail Teams.”


Inspired Gaming Group - Company Profile

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Annual Report Key Financials:

Year End: September Shares Issued: 63.94m

co-CEO: Luke Alvarez and Norman Crowley Market Cap: £117m

Website: http://www.inspiredgaminggroup.com Dividend: N/A

IPO Details: 02nd June 2006 on AIM P/E: 10.8x (2006E)

60m shares issued at 180p EV/EBITDA: 2.64x (2006E)

Raising £108m gross of fees EV/Sales: 1.14x (2006E)

Price Range: 183p – 187p Shareholders: J O Hambro Capital Mgmt 25.1%, Artemis Mgmt 12.1%

FMR Corp & Fidelity Ltd 10.0%, Goldman Sachs 5.3%

2005A (£m) 2006E (£m) 2007E (£m)

Revenues 162.70 177.80 185.40

EBITDA 70.10 76.60 82.00

EBIT 15.10 18.30 25.90

Net Profit 0.83 10.80 13.60

One Year Share Price: INGG.L

Source: LSE, Bigcharts.com, Company, Sphere Partners

Key Company Statistics as of Close of Business on 01st August 2006:


Background

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Sphere Partners acted as the sole company adviser to Inspired Gaming Group’s £115m Accelerated IPO on AIM. The shares were listed on Friday 2nd June 2006.

Inspired Gaming Group raised £108m by way of a Placing to new investors which was underwritten by Evolution Securities Limited. The Admission is supported by £116m of senior debt facilities which are fully underwritten by

GE Commercial Finance’s leveraged lending business.

Inspired Gaming Group plc (ticker: INGG) is the leading provider of gaming machines for the leisure and gaming markets. The group is also the leading player in the UK Server Based Gaming (SBG) market and provides SBG software systems and SBG digital and networked terminals across six countries. The Group manages over 90,000 machines across the UK, of which some 34,000 are already on the SBG platform. The move to SBG allows machine operators to change games remotely, therefore increasing the revenues and useful economic life of a machine by up to five years, as well as reducing costs through lower overheads.

The Group is also the leading provider of Fixed Odds Betting Terminals, Itbox Skill Gaming Terminals, and other SBG variants. The admission to AIM will facilitate the roll out of the group’s digital platform.

Inspired Gaming Group is a new company created from the acquisitions of Inspired Broadcast Networks and Leisure Link and immediately floating the combined group on AiM using the Accelerated IPO structure.

www.inspiredgaminggroup.com

The Role of Sphere Partners:

•£ 115 million AIM IPO

•Sphere Partners was engaged to advise the group on structuring and advising the company on all aspects of the transaction and acted as the central project coordinator.

•Sphere Partners has been retained by Inspired Gaming Group as their corporate finance adviser going forward.

Luke Alvarez, Co-Chief Executive Officer, Inspired Gaming Group:

“Sphere Partners brought a great deal of expertise to a complex transaction, maintaining a high degree of professionalism throughout. This was an extremely innovative piece of corporate finance work The AIM listing, by reducing debt and increasing cash and profit growth, will allow Inspired Gaming Group to accelerate its leading market position and maximise the significant growth opportunity in SBG both in the UK and abroad.”

Nish Kotecha, Senior Partner Sphere Partners:

"The creation of Inspired Gaming Group is a significant milestone for Sphere Partners and our relationship with the acquired companies. Sphere Partners has worked in partnership with the management team for over two years advising on all aspects of their corporate finance strategy. We are also delighted with our ongoing role as corporate finance adviser to IGG and look forward to supporting them during through their growth as a plc”

Sphere Partners Limited – Inspired Gaming Group plc IPO


Background

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Sphere Partners acts as sole Company adviser to Inspired Gaming Group Plc’s acquisition of Red Vision.

Inspired Gaming Group (IGG) completed the acquisition of Red Vision - a state of the art CGI (computer generated imagery) and visual effects production company. As well as producing broadcast TV CGI work, for which it has won BAFTAs for the last two years running, Red Vision is also IGG’s partner in its market leading Virtual Sports content. The acquisition was completed following IGG’s admission and first day of trading on AIM on Friday 2nd June and will enable IGG to extend the range of its virtual sports products into other broadcast media. Ticker symbol INGG.

As detailed in the AIM Admission document published on 25th May 2006, the consideration is £3.3 million plus an amount calculated by reference to an earn-out. The maximum consideration payable under the earn-out is £16.7 million.

Red Vision’s virtual sports content, such as virtual horse and greyhound racing as well as football, is licensed by IGG to retail and online gaming operators as well as digital TV broadcasters. Customers include Coral Eurobet, Ladbrokes, William Hill and BSKYB (Virtual Horse Racing appears on Sky Vegas Live, Sky’s live iTV entertainment and betting channel). The company is also a leading producer of custom CGI work for TV production companies in the UK and has won the BAFTA for Visual Effects for the last two years running. Broadcast clients include the BBC, Channel 4, Granada, Wall to Wall, Tiger Aspect, Talkback Freemantle, Darlow Smithson Productions and Discovery Channel.

Inspired Gaming Group is a new company created from the acquisitions of Inspired Broadcast Networks and Leisure Link and immediately floating the combined group on AiM using the Accelerated IPO structure.

www.inspiredgaminggroup.com


•Modelling the earn out model for the RV management.

•Sphere Partners was engaged to advise the group on structuring and advising the company on all aspects of the transaction and acted as the central project coordinator.

•Sphere Partners has been retained by Inspired Gaming Group as their corporate finance adviser going forward.

Luke Alvarez, Co-Chief Executive Officer of Inspired Gaming Group:

“Sphere Partners has been instrumental in working closely with our team to develop an acceptable acquisition structure for all parties. Sphere Partners in depth knowledge of our business was the critical ingredient to successfully concluding this acquisition.”

David Mousley, Managing Director of Red Vision:

"Sphere Partners core strength was their in depth knowledge of our business and the opportunity of combining this with IGG would create a winning formula. It was a real pleasure to work with the Sphere team through this transaction.”

Sphere Partners Limited – Inspired Gaming Group plc Acquisition


Background

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Eight out of ten metro state transport buses in India are from Ashok Leyland. At 70 million passengers a day, Ashok Leyland buses carry more people than the entire Indian rail network.

For over five decades, Ashok Leyland has been the technology leader in India's Commercial vehicle industry, moulding the country's commercial vehicle profile by introducing technologies and product ideas that have gone on to become industry norms.

Ashok Leyland is listed on the BSE, NSE and London Stock Exchange (GDR).

www.ashokleyland.com


•US$ 100 million Convertible Bond Issue.

•Sphere Partners was engaged to advise the group on its capital raising plans. We analysed the alternatives and then provided project management support throughout the process.

Dheeraj Hinduja, Vice Chairman, Ashok Leyland:

"Nish Kotecha of Sphere Partners acted as a key member of the Project Team. With his good understanding of the perspectives from both sides of the table he helped us through the transaction adding real value . I would recommend such an approach to my peers."

Nish Kotecha, Senior Partner Sphere Partners:

"We are delighted to have been mandated in this transaction by Ashok Leyland in the Global Capital Markets. It was a privilege to work with a leading management team as they embark on their growth plans."

Financial Times 29th April 2004:

“…Sphere Partners in London, which advises Indian companies says convertibles represent an opportunity to diversify into the India Growth Story.”

Sphere Partners Limited – Ashok Leyland Case Study

Current Market Stats on 01st August 2006

Share Price: $0.80

Market Capitalisation: $951.4m on 1,189.3m shares issued

Average Daily Trading Value over 3mths = $7.09m

All figures in $USD from Indian Rs. Exchange rate of $1USD = Rs45.77 Source: Company, NSE-India.com, Karvy Financial, Sphere Partners

All figures in $USD from Indian Rs. Exchange rate of $1USD = Rs46.51 Source: NSE-India.com, Company, Sphere Partners



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Sphere FT News Article


Sphere Partners Limited – Dabur Pharma Case Study

Background

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Dabur Pharma Limited is the leading Indian company for cancer research and anticancer products. The company also markets a range of products in the cardiovascular, antibacterial, anti-diabetic & digestive segments.

Dabur Pharma Limited, a public limited company incorporated in March 2003, is an associate company of Dabur India Limited, a US $ 450 million healthcare company founded in 1884. Dabur Pharma Limited operates in Europe and in some other markets through its fully owned subsidiary - Dabur Oncology Plc. The Dabur group of companies have a legacy of trust and excellence in the healthcare business.

www.daburpharma.com


Appointed Corporate Finance advisor to Dabur Pharma Limited.

Sphere Partners was engaged to provide independent analysis and advice through our spinout from the Parent business and the financing roadmap thereafter.

Dr Anand Burman, Chairman, Dabur Pharma Ltd:

“Sphere Partners were a valuable support to our teams in planning, structuring and executing our financial roadmap and helped us to maximise the success rate of the strategy.”

Current Market Stats on 01st August 2006

Share Price: $1.21

Market Capitalisation: $188.6m on 155.9m shares issued

Average Daily Trading Value over 3mths = $38,279

All figures in $USD from Indian Rs. Exchange rate of $1USD = Rs46.51 Source: NSE-india.com, Company, Sphere Partners


Sphere Partners Limited - Cobra Beer Case Study

Background

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Cobra Beer is one of the fastest growing beer brands in the UK, with a current turnover of £80 million at retail value. It has been exported to over 40 countries worldwide, and is available nationwide in more than 6,000 Indian restaurants, 5,000 outlets of major supermarkets and off-licenses and now nearly to 6,000 mainstream bars, pubs and clubs.

Cobra Beer was awarded one Grand Gold medal and 11 Gold medals at the 2006 Monde Selection, Brussels - World Selection of Quality, two Grand Gold medals and nine Gold medals in 2004, two Grand Gold Medals and four gold medals in 2004, and Gold for three successive years at the 2003, 2002 and 2001 Monde Selection awards. Monde Selection also presented Cobra with three International High Quality Trophies in 2003 and a further two in 2006 for its achievements.

Cobra was listed on the 1999 Virgin Fast Track 100 list of the fastest growing, privately owned companies in the UK. Headquartered in London, UK, Cobra Beer has offices throughout the world, including India, South Africa, and the USA, and Cobra is brewed in the UK, Belgium, The Netherlands, Poland and India.

www.cobrabeer.com


Sphere Partners acted as financial adviser to Cobra Beer on their recent £27.5m fund raising. Cobra Beer has secured the financing in the form of unsecured loan notes (through a PIK instrument) issued by Och-Ziff Capital Management. The company has used £13m of the proceeds to redeem its existing convertible cumulative preference shares and the remainder will be used to fund expansion in the UK and India, and to expand draught capacity in the UK.

Sphere Partners has been engaged to work closely with the Senior Management team to develop the roadmap for a eventual floatation.

Karan Bilimoria CBE, Founder and CEO:

Karan Bilimoria, CEO, and Dynshaw Italia, CFO, of Cobra Beer, commented: “Sphere Partners displayed a deep knowledge of our business and an understanding of our requirements. The financing was biggest undertaken in the company’s history and the Sphere team worked seamlessly with our financing partners. Sphere Partners are an important part of our family as we grow Cobra into one of the leading beer brands.”


Sphere Partners Limited - Some of Our Clients

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http://www.wayfinder.com/catalog/index.php?osCsid=482885556496a4f86aba48a952cbe30c

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Legal

Although the information contained in this presentation is believed to be reliable, we make no representations or warranty as to the accuracy or completeness of any information contained in this presentation or otherwise provided by us and we accept no liability for the accuracy or completeness of such information. Prior to entering into any transaction contemplated hereby (a “Transaction”) you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks), as well as the legal, tax and accounting characterisations and consequences of any Transaction.

In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax and accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organisation as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters.

Any terms set forth in this presentation are intended for discussion purposes only and are subject to the final expression of the terms as set forth in separate definite written agreements.

Individuals of Sphere Partners Limited are members of Eilon & Associates Limited. Sphere Partners Limited has been engaged by Eilon & Associates Limited to provide Corporate Finance Advice to non-private customers and certain individuals are authorised in this capacity. Eilon Associates Limited is authorised by the FSA. If you wish to engage the services of Sphere Partners Limited then you will be required to enter into an agreement with Eilon Associates Limited who will contract to provide you with the agreed services through the Individuals of Sphere Partners Limited.

Documents

Sphere Partners Limited - Client Case Studies August 2006