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Tata Motors Limited Eliminating ‘A’ Discrepancy and Driving Shareholder Value June 10, 2014

Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Page 1: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

Tata Motors Limited Eliminating ‘A’ Discrepancy and Driving Shareholder Value

June 10, 2014

Page 2: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Disclaimer

THE ANALYSES PROVIDED MAY INCLUDE CERTAIN STATEMENTS, ESTIMATES AND PROJECTIONS PREPARED WITH RESPECT TO, AMONG OTHER THINGS, THE HISTORICAL AND ANTICIPATED OPERATING PERFORMANCE OF TATA MOTORS LIMITED (THE “COMPANY”). SUCH STATEMENTS, ESTIMATES, AND PROJECTIONS REFLECT VARIOUS ASSUMPTIONS BY KNIGHT ASSETS CONCERNING ANTICIPATED RESULTS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT ECONOMIC, COMPETITIVE, AND OTHER UNCERTAINTIES AND CONTINGENCIES AND HAVE BEEN INCLUDED SOLELY FOR ILLUSTRATIVE PURPOSES. NO REPRESENTATIONS, EXPRESS OR IMPLIED, ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF SUCH STATEMENTS, ESTIMATES OR PROJECTIONS OR WITH RESPECT TO ANY OTHER MATERIALS HEREIN. ACTUAL RESULTS MAY VARY MATERIALLY FROM THE ESTIMATES AND PROJECTED RESULTS CONTAINED HEREIN. NO INFORMATION IS CONTAINED HEREIN WITH RESPECT TO RISKS OR CONFLICTS OF INTEREST THAT MAY BE SIGNIFICANT. YOU SHOULD CONDUCT YOUR OWN ANALYSIS THEREOF.

THIS PRESENTATION INCLUDES INFORMATION BASED ON DATA FOUND IN COMPANY FILINGS WITH THEIR RELEVANT REGULATORS, INDEPENDENT INDUSTRY PUBLICATIONS AND OTHER SOURCES. ALTHOUGH KNIGHT ASSETS BELIEVES THAT THE DATA ARE RELIABLE, WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY TO INCLUDE THEIR INFORMATION IN THIS PRESENTATION. MANY OF THE STATEMENTS IN THIS PRESENTATION REFLECT OUR OWN SUBJECTIVE BELIEF.

KNIGHT ASSETS ADVISES FUNDS THAT ARE IN THE BUSINESS OF TRADING - BUYING AND SELLING - PUBLIC SECURITIES. WE CURRENTLY HOLD A SUBSTANTIAL AMOUNT OF SECURITIES OF COMMON STOCK OF THE COMPANY. WE MAY FROM TIME TO TIME SELL ALL OR A PORTION OF THE SECURITIES IN OPEN MARKET TRANSACTIONS, BUY ADDITIONAL SECURITIES IN THE OPEN MARKET, OR TRADE IN OPTIONS, PUTS, CALLS OR OTHER DERIVATIVE INSTRUMENTS RELATING TO SUCH SECURITIES. KNIGHT ASSETS ALSO RESERVES THE RIGHT TO TAKE ANY ACTIONS WITH RESPECT TO ITS INVESTMENT IN THE ISSUER AS IT MAY DEEM APPROPRIATE, INCLUDING, BUT NOT LIMITED TO, COMMUNICATING WITH MANAGEMENT OF THE COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY, AND OTHER INVESTORS.

THIS PRESENTATION SHOULD NOT BE CONSIDERED AS INVESTMENT ADVICE OR A RECOMMENDATION TO BUY, SELL OR HOLD ANY INVESTMENT. NEITHER THESE MATERIALS NOR ANYTHING CONTAINED HEREIN IS INTENDED TO BE, NOR SHOULD IT BE CONSTRUED OR USED AS, INVESTMENT, TAX, LEGAL, OR FINANCIAL ADVICE, AN OPINION OF THE APPROPRIATENESS OF ANY SECURITY OR INVESTMENT, OR AN OFFER, OR THE SOLICITATION OF ANY OFFER, TO BUY OR SELL ANY SECURITY OR INVESTMENT. THE INFORMATION AND OPINIONS PROVIDED HEREIN SHOULD NOT BE TAKEN AS SPECIFIC ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING THE COMPANY AND ITS PROSPECTS BASED ON SUCH INVESTORS’ OWN REVIEW OF PUBLICLY AVAILABLE INFORMATION AND SHOULD NOT RELY ON THE INFORMATION CONTAINED HEREIN.

ALL REGISTERED OR UNREGISTERED SERVICE MARKS, TRADEMARKS AND TRADE NAMES REFERRED TO IN THIS PRESENTATION ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS, AND KNIGHT ASSETS’ USE HEREIN DOES NOT IMPLY AN AFFILIATION WITH, OR ENDORSEMENT BY, THE OWNERS OF THESE SERVICE MARKS, TRADEMARKS AND TRADE NAMES.

NEITHER KNIGHT ASSETS & CO. LLP (“KNIGHT ASSETS”), NOR ANY OF ITS AFFILIATES ACCEPTS ANY LIABILITY WHATSOEVER FOR ANY DIRECT OR CONSEQUENTIAL LOSS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, FROM ANY USE OF THE INFORMATION CONTAINED HEREIN.

Page 3: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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A Premium Global Auto Manufacturer

The Company has transformed itself into a global automobile company, with the Jaguar and Land Rover brands accounting for nearly 85% of revenues.

Page 4: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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A Tale of Two Managements

Ford spent US$ 50 Billion* over two decades of its ownership of Jaguar without ever turning an annual profit

Tata Motors purchased Jaguar Land Rover from Ford in 2008, for US$ 2.3 Billion, and in a mere 5 years makes an annual profit equal to the acquisition price

*based on analyst estimates

Page 5: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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1,745

6,336

8,033

FY 2010 FY 2014 FY 2016e

*Consolidated Source: Company, Bloomberg, Analysts’ Estimates

Delivering on a Successful Strategy

Product portfolio receiving highest praise from commentators and customers alike

EBITDA* & EBITDA margin (US$ mm)

Jaguar Land Rover Volumes (Units)

“It is an exceptional sports car, sharp and invigorating and full of life and charisma” Top Gear Jaguar F-Type review

9% 16% 15%

193,982

429,861

590,792

FY 2010 FY 2014 FY 2016e

Page 6: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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‘A’ Discrepancy

‘A’ Shares trade at an irrational discount to the Ordinary Shares.

36% Discount

As of June 10, 2014

Page 7: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Warren Buffett’s Perspective

“From time to time, a different supply-demand situation will prevail and the B will sell at some discount. In my opinion, again, when the B is at a discount of more than say, 1%, it offers a better buy than the A.” Shareholder memo regarding Berkshire Hathaway’s Class A and Class B stock, 02 February 1999*

*Berkshire Hathaway Class A stock has 6.67x the voting rights of Class B stock

Page 8: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Possible Explanations for the Discount

First company to issue dual class shares and is the only listed Indian company of relevance A lack of balance in the economic rights and liquidity between the two share classes Market Participants’ lack of experience and understanding in investing in such securities

1

2

3

Page 9: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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‘Only’ Dual Class Company

Given the immaculate corporate governance standards of Tata Motors, the discount is not comparable to that of other Indian companies with such dual class share structures.

Relevant Company

Only

1

Page 10: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Economic Rights and Liquidity

The ‘A’ Shares represent 15% of the underlying economic value of the Company and unlike the Ordinary Shares have no NYSE Listing.

Imbalance Of Economic Rights and Liquidity

2

Page 11: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Efficient Market Pricing of the Spread

Tata Motors’ dual class shares should trade at similar spreads to that of other prominent global companies.

±3% Spread

3

Page 12: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Comparable Company Share Class Spreads

Company Market Cap

(US$ Billion)

Spread Between Share Classes*

Current 1 year

Average

3 year

Average

5 year

Average

21st Century Fox 81.46 -2.77% -1.26% 0.64% 5.10%

Liberty

Interactive 14.73 -0.54% -0.18% -0.57% -0.41%

Viacom 37.68 1.14% 1.24% 1.74% 2.26%

Molson Coors

Brewing 12.31 -1.55% 0.08% 0.41% -0.22%

Constellation

Brands 15.74 1.32% -0.03% 0.02% -0.02%

Berkshire

Hathaway 317.25 -1.04% -0.96% -0.93% -0.80%

Volvo 30.03 1.54% -0.03% 0.05% -0.89%

Tata Motors 23.67 35.48% 48.87% 45.50% 40.40%

Source: Bloomberg, Knight Assets, as of June 10, 2014 *A negative number implies that the junior voting stock trades at a premium to the super voting stock.

Page 13: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Key Attributes of Comparable Companies

Pedigree and reputation of the management and/or the large shareholder is pre-eminent Global nature of the company’s underlying business and its products A track record of creating long-term value for shareholders Attractive fundamental business value and prospects for future growth

1

2

3

4

Page 14: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Pre-eminent Reputation

The Tata name has been respected for more than a century for its adherence to strong values, business ethics and shareholder returns.

140 Years

1

Page 15: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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A Global Business

The Company’s value is primarily attributable to the iconic Jaguar and Land Rover brands and their related earnings.

90% Value

2

Page 16: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Focused on Creating Long-Term Value

Bought Jaguar Land Rover (JLR) in the depths of the financial crisis for the long-term benefit of the Company and shareholders.

JLR Division

3

Page 17: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Attractive Fundamentals

The Company is at a secular growth inflection point – 4 new model releases over the next two years. A high correlation between sales volume, product cycle strength and lowest model age should translate into attractive returns for shareholders.

3.3 Years

Model Age*

*FY 2016e: Lowest amongst its peer group – Mercedes, BMW and Audi.

4

Page 18: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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A Growing Business

19,531

34,692 39,440

FY 2010 FY 2012 FY 2014

Revenues* (US$ mm)

1,745

4,672

6,336

FY 2010 FY 2012 FY 2014

EBITDA* (US$ mm)

4

*Consolidated Source: Company, Bloomberg, Analysts’ Estimates

Page 19: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Significant Gains From Deleveraging

9,186

17,146

23,672

FY 2010 FY 2012 Current

Market Cap (US$ mm)

7,622

4,633

2,617

FY 2010 FY 2012 FY 2014

Net Debt* (US$ mm)

4

*Consolidated Source: Company, Bloomberg, Analysts’ Estimates, as of June 10, 2014

1.0x 0.4x Net Debt / EBITDA (x) 4.4x

Page 20: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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On a Solid Growth Trajectory

JLR Volumes

FY 2010 FY 2014 FY 2016e

JLR EBITDA Margin

JLR Product Range

JLR % Of Total Revenues

JLR % Of Total EBITDA

Consolidated Leverage*

193,982

5.4%

Non-existent product line Significant operational

inefficiencies Lack of legacy R&D

investment

New Models Jaguar: XJ

53.3%

33.1%

5.27x

429,861

17.5%

New model releases over the past 2 years went on a hyper sales drive - Evoque

New Models Jaguar: XF, XF Sportbrake,

F-Type LR: Evoque, Range Rover,

Range Rover Sport

82.2%

89.5%

1.96x

590,792

16.5%

A new model released every 6 months for the past 2 years

Production expands ~50%

New Models Jaguar: F-Type Coupe,

Small Jag, XF, C-X17 LR: Discovery, Defender

89.1%

94.6%

1.48x

Source: Company, Knight Assets, Bloomberg, Various Analysts’ Estimates *Total Debt to EBITDA

4

Page 21: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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2014E

P/E

2014-16E

EPS CAGRPEG

2016E

PBV

2016E

ROE

PBV /

ROE

Tata

Motors*

BMW

Daimler11.6x

10.6x

8.9x

1.3x

1.3x

1.3x

10.8%

5.1%

12.2%

14.8%

13.8%

19.9% 0.7x

2.1x

1.1x

6.6x

9.4x

8.8x

Significantly Undervalued

Tata Motors exhibits stronger forecast EPS growth and ROE and yet trades at a discount to its peers

*Where applicable, metrics are based on the Ordinary shares. The ‘A’ shares would have lower metrics due to the discount. Figures and estimates have been calendarized Source: Company, S&P CapIQ, Analysts’ Estimates, as of June 10, 2014

Page 22: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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A Perspective on the Spread

2010 2014 A Complete Transformation

A Premium Auto Manufacturer

A long track-record of poor financial performance by JLR, under Ford’s ownership, and Tata Motors’ lack of experience in the premium auto segment made investors sceptical about the company’s future prospects.

Conservatively Capitalised Balance Sheet

The JLR deal, a slowdown in India and the significant capex required to create a refreshed product line continued to stress the balance sheet.

A Profitable and Prominent Global Business

JLR, along with its razor thin margins at the time, only contributed to approximately a third of the EBITDA and half the revenues.

Leading Premium Products Across the Value Chain

There has been an intense focus on R&D in order to create a premium product line up covering the entire value chain since the acquisition. New model launches will reduce JLR’s model age by 40% and expand its capacity by over 50% over the next two years.

The Spread Between the Share Classes is Irrational Today

Page 23: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Catalysts and Solutions for Convergence

In all stakeholders’ interests for the ‘A’ Shares to be priced efficiently

The Tata Group and management are unenthused about this discrepancy in the capital structure

All possible solutions should be explored

Corporate actions

Diversifying the shareholder base further internationally

Evaluating other potential sources of investor demand

A Significant Opportunity to Enhance the Shareholder Friendly Stance of the Company with Investors Globally

Page 24: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Solutions for Shareholder Value Creation

Diversifying the Investor Base Globally

Evaluating Other Specific Sources of Investor Demand

Instinctive Association of the Key Brands and the Company

Balancing the Economic Rights through a Corporate Action

1 2

3 4

Convergence

P/E Expansion

Page 25: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Solutions – Evaluation and Impact

Company Name

Index Inclusion

‘A’ Share Bonus

NYSE Listing

1 2 3 4

Irrationality Elimination

Investor Base Diversification

P/E Multiple Expansion

Expected Time to Implement

Summary

?

15 – 30 Days*

15 – 30 Days*

Management Dependent

Requires Engagement

Reflect the two other substantial brands

Would have an “unknown” positive effect on P/Es

Would increase investor base by an “unknown” factor

The Company’s bankers will engage with index inclusion committee

Ideally should be done post bonus announcement

Additional demand from investors

Provides immediate balance in economic rights (legal limit)

Makes the ‘A’ Shares a relevant ‘currency’

Tata Group can increase their voting rights gradually

U.S. markets’ and investors have had dual class shares for two decades

Does not require any material filings or procedures

Most dynamic and liquid markets

*Post corporate action(s) announcement and requisite shareholder approval(s) to amend the Articles of the Company

Page 26: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Our Due Diligence

U.S. SEC Regulatory

U.S. NYSE Listing

India Legal

Global Investment

Bank Validation

India Proxy Firms

Current Shareholders

and Prospective

Investors

Page 27: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

Appendix 1

Case Studies

Page 28: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Google Inc.

Created additional share class by way of a stock dividend (aka bonus) - Paid dividend of 1 new Class C share for each

outstanding share of Class A and Class B

New shares known as Class C and provides management tactical and strategic flexibility - Over time, Class C share will become the primary

equity trading line

S&P Dow Jones Indices will add the Class C stock to the S&P 100 and S&P 500 indices - Constituents in those indices rose to 101 and 501

Google Inc. Par Value Shares Out Price Voting Right Market Cap. (US$ Billion)

Class A 0.001 280,844,569 557.51 1.0 155.7

Class B 0.001 55,800,053 556.21 10.0 30.9

Class C 0.001 336,644,622 554.90 0.0 186.2

Page 29: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Fiat S.p.A.

Similar turnaround of Chrysler has made Fiat consider several strategic changes

Changed the name of the company from Fiat SpA to Fiat Chrysler Automobiles N.V.

In the process of changing its primary listing jurisdiction from Italy to the U.S.

Analysts estimate that the value of the company will increase substantially post the U.S. listing due to a P/E expansion

Page 30: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Infosys Limited

US is the key market for Infosys

Infosys wanted to raise its brand equity and attract more US customers

Being listed on the US markets was considered as one of the key steps to increase brand awareness in the US

Infosys got listed on NASDAQ in 1999

Subsequently, they did 3 sponsored ADR offerings in the year 2003, 2005 and 2006

In 2006, Infosys did their 3rd Sponsored ADR with an aim to increase ADR free float and get included in Nasdaq-100 index

Subsequent to the ADR offering, Infosys got added to the Nasdaq-100 index

Infosys Limited Shares Out Price (US$) Voting Right Market Cap. (US$ Billion)

Ordinary Shares 481,765,506 54.86 1.0 26.43

ADRs 92,470,660 54.30 0.0 5.02

Page 31: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Sponsored ADR Rumours

In 2010, several newspaper articles suggested that the Company was considering a sponsored ADR offering for the ‘A’ Shares

This caused a sharp compression in the spread

Spread Compression on Sponsored ADR Rumours

25

30

35

40

45

04/01/2010 04/04/2010 04/07/2010

Source: Bloomberg, Knight Assets

Page 32: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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Access a Latent Pool of Capital

Most of the ADR holders of Indian firms do not hold, or hold a negligible position, in the respective Indian listings

Most of the Tata Motors ADR holders do not hold either the ordinary or ‘A’ Shares

Many asset managers which own the shares of GM and Ford currently do not own Tata Motors’ ADRs

Listing the ADR of the ‘A’ Shares in the US will help the Company tap a latent pool of capital for the ‘A’ Shares in addition to several non-equity focused asset managers who trade across the capital structure and are familiar with trading dual class share structures

Page 33: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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ADR v/s Ordinary: Shareholders

Infosys HDFC Bank

US$mn

Shareholder ADR Ord

JPMORGAN CHASE 683 380

ACADIAN AM 433 14

UBS AG 294 33

SPRUCEGROVE IM 175 -

BLACKROCK 174 480

COMMONWEALTH BANK OF AUSTRALIA 156 54

GENESIS ASSET MANAGERS 152 -

SCHRODERS PLC 146 109

ARROWSTREET CAP LIMITED PARTNER 134 -

INVESCO LTD 122 67

FRANKLIN RESOURCES 111 594

ABERDEEN 108 1,308

FRANK RUSSELL TRUST COMPANY 98 2

WELLS FARGO & COMPANY 94 12

CAPITAL GROUP COMPANIES INC 90 145

HSBC HOLDINGS PLC 84 5

FISHER INVESTMENTS INC 82 -

STATE STREET CORP 76 2

TRILOGY GLOBAL ADVISORS LLC 74 -

DIMENSIONAL FUND ADVISORS LP 73 14

PARAMETRIC PORTFOLIO ASSOCIATES 72 -

MARTIN CURRIE LIMITED 64 6

POLARIS CAPITAL MANAGEMENT 59 -

MORGAN STANLEY 57 72

AQR CAPITAL MANAGEMENT LLC 55 -

Market Value of Holding US$mn

Shareholder ADR Ord

JPMORGAN CHASE & CO 763 414

VONTOBEL HOLDING AG 551 265

CAPITAL GROUP COMPANIES INC 422 1,446

FMR LLC 258 198

LAZARD LTD 244 -

FISHER INVESTMENTS INC 220 -

MASSACHUSETTS FINANCIAL SERVICES 216 77

SCHRODERS PLC 181 336

VANGUARD GROUP INC 172 374

HARDING LOEVNER LP 167 -

BLACKROCK 156 307

UNIVERSAL INVESTMENT CO 129 -

HARRIS TRUST & SAVINGS BANK 125 229

WASATCH ADVISORS INC 87 -

THORNBURG INVESTMENT MGMT INC 82 -

INDUS CAPITAL PARTNERS LLC 81 -

WELLS FARGO & COMPANY 74 7

UBS AG 72 21

FIL LIMITED 70 215

MORGAN STANLEY 65 85

HANSBERGER GLOBAL INVESTORS INC 58 -

T ROWE PRICE GROUP INC 58 96

CREDIT SUISSE AG 55 1

AMP LTD 52 -

DEUTSCHE BANK AG 50 14

Market Value of Holding

Most of the ADR holders of Indian firms do not hold / hold negligible position in their respective Indian listings

Page 34: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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ADR v/s Ordinary: Shareholders (Cont’d)

Sesa Sterlite Dr Reddys

US$mn

Shareholder ADR Ord

BLACKROCK 92 89

FISHER INVESTMENTS INC 91 -

COMMONWEALTH BANK OF AUSTR 91 1,032

FIL LIMITED 55 166

VANGUARD GROUP INC 51 47

SCHRODERS PLC 49 54

ACADIAN ASSET MANAGEMENT LLC 33 7

JPMORGAN CHASE & CO 32 63

PRINCIPAL FINANCIAL GROUP INC 25 10

CREDIT SUISSE AG 23 -

PRUDENTIAL FINANCIAL INC 22 1

ARROWSTREET CAP LIMITED PARTNER 21 -

SECTORAL ASSET MANAGEMENT 17 -

CAUSEWAY CAPITAL MANAGEMENT LLC 17 6

MORGAN STANLEY 15 4

UBS AG 14 2

AQR CAPITAL MANAGEMENT LLC 14 -

TRILOGY GLOBAL ADVISORS LLC 13 -

WELLINGTON MANAGEMENT CO LLP 13 0

STATE STREET CORP 13 0

DIMENSIONAL FUND ADVISORS LP 13 4

TODD ASSET MANAGEMENT LLC 12 -

TEACHERS RETIREMENT SYSTEM OF KY 12 -

CREDIT AGRICOLE SA 12 -

GOLDMAN SACHS GROUP INC 11 -

Market Value of Holding

There are different set of shareholders for ADR v/s Ordinary Shares of Indian firms

US$mn

Shareholder ADR Ord

HSBC HOLDINGS PLC 78 0

BLACKROCK 71 100

DIMENSIONAL FUND ADVISORS LP 65 64

LSV ASSET MANAGEMENT 42 -

SEGANTII CAPITAL MANAGEMENT LTD 18 -

MORGAN STANLEY 14 -

STATE STREET CORP 13 1

BANK OF NEW YORK MELLON CORP 12 26

NATIXIS SA 12 1

NEWGATE CAPITAL MANAGEMENT LLC 9 -

GRANTHAM MAYO VAN OTTERLOO & CO 9 32

VAN ECK ASSOCIATES CORP 7 -

JANE STREET HOLDING LLC 7 -

WASHINGTON STATE INVESTMENT BOAR 6 -

CANADA PENSION PLAN INVEST 5 -

PRUDENTIAL FINANCIAL INC 5 1

MANULIFE FINANCIAL CORP 5 0

SCEPTER HOLDINGS INC 4 -

APERIO GROUP LLC 4 -

GRATIA CAPITAL LLC 4 -

LEE MUNDER CAPITAL GROUP LLC 4 -

JANE STREET GROUP LLC 3 -

COMMONWEALTH BANK OF AUSTR 3 -

NORTHERN TRUST CORPORATION 3 2

UBI PRAMERICA SGR 3 -

Market Value of Holding

Page 35: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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ADR v/s Ordinary: Shareholders (Cont’d)

Tata Motors

Most of the Tata Motors ADR holders do not hold either the Ordinary or ‘A’ Shares

US$mn

Shareholder ADR Ord DVR

BLACKROCK 233 127 12

JPMORGAN CHASE & CO 218 232 24

AMERICAN CENTURY COMPANIES INC 186 13 -

ACADIAN ASSET MANAGEMENT LLC 171 18 -

LAZARD LTD 166 - -

FRANK RUSSELL TRUST COMPANY 154 4 2

ALLIANZ SE 153 71 -

FISHER INVESTMENTS INC 151 - -

TRILOGY GLOBAL ADVISORS LLC 146 - -

LSV ASSET MANAGEMENT 133 - -

WILLIAM BLAIR & COMPANY LLC 105 230 -

BARROW HANLEY MEWHINNEY & STRAUS 96 - -

CAPITAL GROWTH MANAGEMENT 94 - -

FIL LIMITED 89 199 8

SCHRODERS PLC 71 156 -

THORNBURG INVESTMENT MGMT INC 71 - -

PRINCIPAL FINANCIAL GROUP INC 64 - -

AQR CAPITAL MANAGEMENT LLC 63 - -

PRUDENTIAL FINANCIAL INC 57 26 -

MANAGED ACCOUNT ADVISORS LLC 52 - -

BANK OF NEW YORK MELLON CORP 48 58 -

CREDIT SUISSE AG 47 - -

HENDERSON GROUP PLC 44 1 -

F&C ASSET MANAGEMENT PLC 43 6 -

UBS AG 43 4 -

Market Value of Holding

Page 36: Tata Motors Limited - ValueWalk · 2 disclaimer the analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical

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‘A’ Share Bonus Analysis

Share Class

Pre Bonus Post Bonus

No. of Shares Economic

Rights

Voting Rights

No. of Shares

Economic Rights

Voting Rights

Company Share Capital Structure

Ordinary Shares 2,736,713,122 85.0% 98.3% 2,736,713,122 75.0% 96.8%

‘A’ Shares 481,966,945 15.0% 1.7% 912,304,470 25.0% 3.2%

3,218,680,067 100.0% 100.0% 3,649,017,592 100.0% 100.00%

Tata Group

Ordinary Shares 939,556,205 29.2% 33.8% 939,556,205 25.7% 33.2%

‘A’ Shares 3,478,587 0.1% 0.0% 129,562,339 3.6% 0.5%

943,034,792 29.3% 33.8% 1,069,118,544 29.3% 33.7%

Ordinary Shareholders

Ordinary Shares 1,797,156,917 55.8% 64.5% 1,797,156,917 49.3% 63.5%

‘A’ Shares n/a 240,279,880 6.6% 0.8%

1,797,159,917 55.8% 64.5% 2,037,436,797 55.8% 64.4%

‘A’ Shareholders

Ordinary Shares n/a n/a

‘A’ Shares 478,488,358 14.9% 1.7% 542,462,251 14.9% 1.9%

478,488,358 14.9% 1.7% 542,462,251 14.9% 1.9%

Source: Company Filling (as of March 31, 2014), Knight Assets

No material impact to the shareholders of either class Post-Bonus

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Analyst Coverage

Only one global auto sector analyst covers the stock

Most of the Indian analysts are generalists – cover various sectors

No analyst coverage or mention of the ‘A’ Shares in reports

*Brief coverage that mentions a price target on the ‘A’ Shares and that they are a better risk-reward investment and/or a price target based on the average historical discount.

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