Whyte & Mackay Whyte & Mackay

Acquisition : Leveraging

opportunities in India and

emerging markets

Investor Presentation

May, 2007

Key growth opportunity consistent with existing strategy

Acquisition of a leading Scotch Whisky Asset which provides control of

heritage brands, scotch whisky inventory and manufacturing base

Provides strong brands to tap other high growth emerging markets; esp.

China and Russia

Provides strong platform to fully exploit the rapidly growing India

opportunity for Scotch Whisky, esp. at the premium end

2

Significant incremental value under USL ownership – India advantage; Brand

building; rub-off on rest of USL portfolio

Consistent with existing strategy to create value in India and other markets

Secures long term critical Raw Material requirements for USL’s Premium

brands

Agenda

� Scotch Whisky Industry Background

� Whyte & Mackay

� Acquisition Rationale

3

� Transaction summary

� Conclusions

Global scotch whisky industry is expected to be extremely buoyant in coming years

� Strong growth expected on the back of rapid demand growth in China, India and other developing markets

� Strong upswing in pricing as production considerably lags demand growth

140%

Scotch market growth rates in developing countries (2005/2004)

% Increase in prices of bulk whisky since Aug 2006

10% overall

4

115%

30%

17%26%

12%

0%

20%

40%

60%

80%

100%

120%

China East

Europe

APAC Latin

America

India

%

Source: Scotch Whisky Notebook, 2006

0%

20%

40%

60%

80%

100%

120%

140%

Grain Malt

4 yrs 12 yrs

4 yrs12 yrs

10% overall volume growth in

12 months ending

February’07

Buoyancy is evident from the recent results of major scotch whisky players

Extracts from recent investor presentations of ….

Diageo (Six month ended Dec 31, 2006)

Pernod Ricard(Nine month ended Mar 31, 2007)

Volume Growth

%

Net sales growth

%

Scotch 7 11

Vol.

growth

%

Net

sales

growth

%

Premium 36 17

Chivas Regal : Volume +6% Sales +7%

Q3 growth : 22%

5

Scotch 7 11

Vodka 5 6

Gin 1 2

Liqueurs 3 6

Rum 4 8

Tequila 7 8

NA Whiskey

2 5

Total Spirits

4 8

25% growth in India

70% growth in China

Standard 4 4

Value (8) (5)

Total 7 11

Ballantine’s : Volume +23% Sales +28%

Q3 growth : 25%

The Glenlivet : Volume +13% Sales +15%

Strong growth in China and

Asia

In the Indian market, Scotch whisky has a significant latent demand

�Consumers are trading-up to premium products due to rapidly changing demographics

�In the past, scotch segment has not achieved a critical mass because of lack of distribution and

infrastructural support to incumbent scotch brands

�Latent demand for Scotch whisky can be captured through comprehensive distribution of the

scotch whisky across the country

Indian Market growth in 06-07

Widespread availability of the Widespread availability of the

6

50-60%

25-30%

25-30%

10-15%

Medium & Cheap

Regular

Prestige

Premium

Super-premium

Medium & Cheap

Regular

Prestige

Premium

Super-premium

Current Future

Widespread availability of the product can significantly increase product demand

Medium & Cheap

Regular

Prestige

Premium

Super-premium

Medium & Cheap

Regular

Prestige

Premium

Super-premium

Current Future

Medium & Cheap

Regular

Prestige

Premium

Super-premium

Medium & Cheap

Regular

Prestige

Premium

Super-premium

Current Future

Widespread availability of the product can significantly increase product demand

Medium & Cheap

Regular

Prestige

Premium

Super-premium

Medium & Cheap

Regular

Prestige

Premium

Super-premium

Current Future

Agenda

� Scotch Whisky Industry Background

� Whyte & Mackay

� Acquisition Rationale

7

� Transaction summary

� Conclusions

30

Whyte &Mackay is a strategic asset in the scotch whisky industry

� Founded in 1844, Whyte & Mackay possesses rich heritage in Scotch Whisky business

� 4th largest scotch whisky player in the world

� Worldwide presence in all key markets; Strong pan-European presence

Million case and

case

equivalents

World’s largest Scotch Whisky Companies

8

0

10

20

Diageo Pernod Ricard William Grant Whyte & Mackay John Dewar & Sons Edrington Group

equivalents

Whyte & Mackay has distilleries in all key scotch whisky regions which provide unique heritage to its products

Tamnavulin

Scotch Whisky Regions

Dalmore

Invergordon

� Amongst the largest independent distillers of Scotch Whisky

� Controls significant proportion of non-captive grain whisky supply : 20%+ of non-captive supply

In a supply shortage situation, W&M

owns strategic manufacturing assets

9

Tamnavulin

Fettercairn

Jura

20%+ of non-captive supply

� Controls strategic inventory of aged malt and grain whisky : 115m ola

� Inventory at current broking prices is valued at £ 380m

Control over strategic scotch whisky stocks and production facilities provides ability to source material at competitive rates

Whyte & Mackay has strong heritage brands across the entire spectrum

Ultra luxury

Luxury

30 to 60

year old

Malts

The Dalmore

Whyte & Mackay

(13 yrs and above)

• Whyte & Mackay

Original 40 years old

• The Isle of Jura 40

• Dalmore 1973

10

Mainstream

Value

Isle of Jura Glayva

Fettercairn

Whyte & Mackay Special

Vladivar Mackinlay

Stewarts Tamnavulin

Gleniffer Claymore John Barr Cluny

Findlaters Crawfords 3 star The Real Mackenzie Highland Pride

Blended Scotch – Whyte and Mackay

� Whyte & Mackay is a leading scotch brand in Scotland, the home of Scotch

� 5th largest scotch whisky brand in UK

� Whyte & Mackay is a stylishly masculine brand with a real Glasgow based heritage

� Unique double marriage process

� Renewed marketing thrust and repackaging has put the brand on a strong growth path

11

has put the brand on a strong growth path

� Recent Nielsen retail audit studies show a strong upward trajectory

Whyte & Mackay Value % Change

20

59

15

58EW Grocers

GB Grocers

Total EW

Total GB 58

17

4 -110

20

40

60

W&M Grants Teachers Bells

Key Blends Growth - Value Performance

EW Off Trade

Nielsen MAT to FEB 07Nielsen MAT to FEB 07

Single Malts - Isle of Jura

� The brand comes from the only distillery in Jura which

provides it a unique heritage

� Jura is steeped in history, a magical island with

palm trees, not wet hills, off the coast of Scotland

formerly the playground of the aristocracy

� Jura is a lifestyle luxury brand

12

� Targeted at people looking for genuine, down-to-

earth luxury – giving them ‘a taste of island’

� Isle of Jura has been the fastest growing top Malt in

GB On trade over the last 2 year

� Similarly, in off-trade brand grew by 15%

27.2

21.417

15.1

-11.3

-26.8

JURA

HIGHLAND

PARK

TALISKER

LAPHROAIG

MACALLAN

GLENMORANGIE

Nielsen MAT JAN 07

On-Trade growth in Great Britain

Single Malts – The Dalmore

� A true luxury goods brand built on

connoisseurship and understated

elegance

� A bottle of The Dalmore 64 yr aged

product was sold for £50,000 making it

the most expensive single malt in the

world

13

� Distributed by Jim Beam in USA

� The range includes a 12yo, The Cigar

Malt, The Finesse, 15yo, 18yo, 21yo,

25yo, 30yo, 40yo, 50yo, 60yo and 65yo

Vodka - Vladivar

� Amongst top 5 vodka brands in UK

� 100% pure grain vodka distilled in Scotland and

belonging to ‘high quality vodka’ category.

14

� Won ‘Best consumer campaign award’ by Drinks

Business

� Brand re-launched to target the ‘young & hip’

What is being acquired?

Strong international

heritage brands

Control over strategic scotch

whisky assets

� Blended Whiskies – Whyte & Mackay, Mackinlays, Claymore, John Barr

� Single Malts – Isle of Jura, Dalmore, Fettercairn, Tamnavulin

� Others – Vladivar, Glayva

� 4th largest scotch whisky player

� Owns Invergordon distillery in addition to four Malt distilleries

� Capacity of 40 million litres (Grain) and 12 million litres (Malt)

15

‘Scarce’ aged scotch

whisky stock

Strong Distribution

set-up

Business with

reasonable scale

� Inventory at current broking prices is valued at ~ £380million

� Provides control over scotch whisky stocks equivalent to 30-35 million

cases

� Presence in large number of western countries across UK, Europe,

USA

� Annual sales of £ 160 million

Agenda

� Scotch Whisky Industry Background

� Whyte & Mackay

� Acquisition Rationale

16

� Transaction summary

� Conclusions

Critical success factors Global

Competitors in India

USL USL

W & M

Ownership of premium scotch whisky brands

� � �

Access to scotch assets � � �

� � �

� Favorable

○ Unfavorable

USL + W & M are best positioned to exploit the opportunity in Indian market

17

Distribution strength � � �

Manufacturing set up � � �

Portfolio strength � � �

Understanding of Indian consumers

� � �

Latent demand for premium spirits in India can be realized by combining strengths of two companies

Significant opportunity to expand international business in emerging markets

Global Buoyancy

� Strong increase in

demand on back of

growth in China and

other developing

markets

W&M/USL strengths

� International heritage brands; Brands

have been recently repositioned/

repackaged and have demonstrated

strong growth potential

� In a supply shortage situation, W&M

+

18

� Strong upswing in

pricing as production

considerably lags

demand growth

� In a supply shortage situation, W&M

owns strategic manufacturing assets

� USL has strategic relationships with

leading companies in several emerging

markets (e.g. Russia, China)

Significant potential to increase sales of W&M brands in international markets

Sales pre and post acquisition EBIDTA pre and post acquisition

Acquisition would significantly alter USL size, increase its profitability and position it as a global player

� Increases scale by 33%

� Increases EBITDA by 80%

� International market would account for 25% of sales

� Margin expansion of 5%

£ million

750 125

19

million

Note : Based on USL’s imputed value of sales; USL financials are 06-07 actuals

0

150

300

450

600

Pre Post

0

25

50

75

100

Pre Post

Agenda

� Scotch Whisky Industry Background

� Whyte & Mackay

� Acquisition Rationale

20

� Transaction summary

� Conclusions

Transaction is EPS accretive in Year-1

Transaction:

Offer Price:

• 100% acquisition of Whyte & Mackay Group Ltd by USL

• Enterprise Value ~ £ 595 mn

21

Funding:

AccretionAnalysis

• £ 325 m of debt on strength of target assets with no recourse to USL

• Balance debt in overseas SPV of USL

• EBIDTA% increase in Year 1

• EPS accretive in Year 1*

Divestment of minority stake in target and sale of treasury stocks of USL would help

revert to current debt/equity in year 3 while retaining management control

* Pre one-time costs of acquisition and restructuring

16

24

32

Transaction compares favourably with other precedent scotch whisky transactions

EV/EBIDTA

Comparable Scotch Whisky transactions

11.5

22

0

8

Edringto

n

Gro

up/W

illia

m

Gra

nt/

Hig

hla

nd D

istille

r

CL F

inancia

l/B

urn

Ste

wart

plc

Moet

Hennessy/G

lem

ora

ngie

Dia

geo/B

ushm

ills

US

L/W

&M

* Multiple is EV/CAAP as

opposed to EV/EBIDTA

*

Agenda

� Scotch Whisky Industry Background

� Whyte & Mackay

� Acquisition Rationale

23

� Transaction summary

� Conclusions

Summary

Strong business

rationale

Transaction compares

favourably as

compared to global

transactions

24

Transforms

USL size,

scale &

profitability

Significant

value upside

Questions