Den Networks Limited · NSE:DEN
Den Networks — Merger or Acquisition (February 2020)
13 slides from Den Networks's merger presentation, Feb 19, 2020
Slide 1: Exchange covering letter on Network18 investor presentation
February 19, 2020 National Stock Exchange of India Limited BSE Limited Listing Department Department of Corporate Services- Listing Exchange Plaza, Plot No. C/1, P J Towers G-Block, Bandra-Kurla Complex, Dalal Street Bandra (E), Mumbai – 400 051 Mumbai – 400 001 Trading Symbol: DEN SCRIP CODE: 53313
Slide 2: Investor Presentation: Creating a Diversified Media and Distribution Powerhouse
TV Investor Presentation Creating a Diversified Media and Distribution Powerhouse
Slide 3: Synopsis of transaction
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
Slide 4: Simplification of the listed media & distribution businesses of the group
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 Den RIL Hathway Public Public Public Companies Companies
Slide 5: Strategic Rationale
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 vie
Slide 6: Financial Rationale
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
Slide 7: Proforma Financial Summary - Profitable and Net-Debt free
Proforma Financial Summary - Profitable and Net-Debt free (1) Merged NW18 Business Mix (9MFY20) Advertisement Broadb NW18 and program and Hathway 2% syndication Subscription Advertisement 10% 22% 100% 36% & Others, 64% Broadband 31% DEN 16% TV18 62% Cable Cable 69% 90% Parameter 9MFY20(1) Parameter
Slide 8: Reorganization to Benefit Shareholders of All Merging Entities
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 discoun
Slide 9: Current shareholding pattern
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 pr
Slide 10: Post scheme shareholding pattern of Network18
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% DEN erstwhile promoters 7.22 1.8% Hathway erstwhile promoters 30.57 7.4% Other public shareholders 108.96 26.5% Public shareholders 146.75 35.7% TO
Slide 11: Approvals required; Advisors to the transaction, and Timelines
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 Valuatio
Slide 12: Disclaimer
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 contrac
Slide 13: Thank You
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