TV

Investor Presentation
Creating a Diversified Media and Distribution
Powerhouse
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

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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 Promoters Companies 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
Sole Beneficiary shares of DEN
Trusts ‒ 78 shares of NW18 for every 100
shares of Hathway
100%
RIL ‒ 92 shares of NW18 for every 100
Public
Companies1 shares of TV18
64.3%
35.7% Merged NW18
(Listed)

100% 100% 100%

WOS2 WOS1 WOS3

(Cable Co) (Digital Co) (ISP Co)

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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

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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

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 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 9MFY20 Parameter 9MFY20 Parameter` 9MFY20 Parameter 9MFY20
Revenue 143 Revenue 3,750 Revenue 964 Revenue 1,343 Revenue 6,014
(INR crores unless specified)
Key Financial Metrics

% growth 15.3% % growth (0.3%) % growth 3.4% % growth 10.6% % growth (0.3%)

EBITDA (73) EBITDA 464 EBITDA 148 EBITDA 315 EBITDA 855

% margin n.m. % margin 12.4% % margin 15.3% % margin 23.5% % margin 14.2%

PAT (279) PAT 275 PAT 36 PAT 56 PAT 88

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

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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

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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%

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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%
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.

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 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).

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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