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Investment Banking Services - ICICI Bank May 2008 Agenda Introduction to Private Equity (PE) PE Growth Story in India Benefits of Private Equity Indian PE success stories ICICI Group : Value proposition & credentials Process of PE Investment Introduction to Private Equity Private equity is medium to long term finance provided in return for an equity stake in growth oriented companies, which could be both listed and unlisted. Role of Private Equity - To help ambitious entrepreneurs to achieve success - fuelled by capital, business expertise and improved governance. Private equity investment is a transformational, value-added ,active investment strategy Agenda Introduction to Private Equity (PE) PE Growth Story in India Benefits of Private Equity Indian PE success stories ICICI Group : Value proposition & credentials Process of PE Investment PE growth story in India (1/3) Source : Venture Intelligence 387 deals (worth USD 14.2 billion) growing at 600% in last 3 years PE growth story in India (2/3) 2002 2007 Others 11% Services Non-Financial 7% Service NonFinancial 5% Telecom 20% Others 27% Manufacturing 7% Number of Deals Computer Related 19% Financial Services 8% Transportation/ Distribution 9% Computer Related Telecom Medical 6% 7% 8% Information Technology 18% Medical 5% Others 5% Transportation/D istribution 5% Computer Related 10% Financial Services 35% Medical 4% Manufacturing 10% Information Technology 14% Information Technology 13% Electronics 5% Medical 10% Value of Deals Financial Services 20% Telecom 21% Others 23% Financial Services 34% Infrastructure 5% Telecom 24% Construction 5% Source: AVCJ. Considerable diversification across industry 6 PE growth story in India (3/3) 2002 Buy-outs (MBO/MBI/LBO) 3% Start-up/ Early Stage 13% Number of Deals PIPE Financing 13% 2007 Buy-outs (MBO/MBI/LBO) 3% Turnaround/ Restructuring 3% Seed/R&D 1% Mezzanine/ Pre-IPO 9% Mezzanine/ Pre-IPO 2% PIPE Financing 18% Expansion/ Growth Capital 66% Expansion/ Growth Capital 49% Start-up/ Early Stage 21% Turnaround/ Restructuring 4% Start-up/ Early Stage 6% Value of Deals PIPE Financing 35% Buy-outs (MBO/MBI/LBO) 2% Mezzanine/ Pre-IPO 1% Mezzanine/ Pre-IPO Buy-outs (MBO/MBI/LBO) 5% 6% Expansion/ Growth Capital 52% Start-up/ Early Stage 16% Expansion/ Growth Capital 41% PIPE Financing 32% Source: AVCJ. Considerable diversification across industry 7 Agenda Introduction to Private Equity (PE) PE Growth Story in India Benefits of Private Equity Indian PE success stories ICICI Group : Value proposition & credentials Process of PE Investment Benefits of Private Equity (1/2) ACCESS TO FINANCIAL CAPITAL - Expansion capital / Acquisition capital - Restructuring business – MBOs, divestment, consolidation - Restructuring of balance sheet - Providing networking linkages across the globe BUSINESS DEVELOPMENT ACCESS TO GLOBAL BEST PRACTICES - Helping develop new product lines and entering new markets -Active support to secure domestic & global business partners - Ensuring high standards of corporate governance - Facilitating proper MIS systems for control and monitoring - Ensuring maintenance of proper organizational structure - Balance sheet management - Providing Risk management tools STRATEGIC VALUE ADDITION - Facilitating outpacing of Competition - Conceiving and conceptualizing New business line - Gearing up for IPO Agenda Introduction to Private Equity (PE) PE Growth Story in India Benefits of Private Equity Indian PE success stories ICICI Group : Value proposition & credentials Process of PE Investment INR crore Indian PE success stories SHOPPER'S STOP 1000 900 800 700 600 500 400 300 200 100 0 Sales 2004 PE Investment PE backed IPO ~ INR 1700 cr PE Investment in 2000 EBIT 2005 Profitability 2006 2007 PE backed IPO ~ INR 130 cr 800 700 Sales 250 EBIT 200 Profitability 500 400 INR cr INR crores 600 ABG SHIPYARD 300 150 PVR CINEMA Sales EBIT Profitability 100 200 50 100 0 0 2004 2005 PE Investment of INR 140 cr SOURCE : moneycontrol.com 2006 2004 2007 PE Investment in 2003 2005 2006 2007 PE backed IPO ~ INR 128 cr Agenda Introduction to Private Equity (PE) PE Growth Story in India Benefits of Private Equity Indian PE success stories ICICI Group : Value proposition & credentials Process of PE Investment ICICI Group : Value proposition (1/2) Value Debt syndication Public to Private transaction Mergers, acquisitions and disposals Takeovers Strategic financial advice ICICI Deal structuring Private equity Valuation and pricing analysis Mezzanine/ hybrid financing Listed company Financing Pre-IPO Placements Management Buyouts Debt/ Structured Financing Venture/ Developmental Capital Full spectrum of services throughout the corporate development cycle ICICI Group: Value proposition (2/2) IB services portfolio Investment banking capabilities PE syndication, structured finance and advisory, acquisition funding ICICI Group companies ICICI Securities for Capital Market access, ICICI Ventures Investors Base HNIs / Family offices / Financial Institutions : Middle East, UK, US, South Africa, Singapore + Access to prominent India dedicated PE funds / Financial institutions / HNIs Integrated Investment banking services, with access to best of breed global and domestic investors, offering value throughout the lifecycle of company ICICI Group: Credentials ( 2004 – 2007 ) M&A Deals by Industry (2004-07) M&A Deals by Geography (2004-07) 3% 6% 6% 3% 18% 6% 39% 7% 19% 16% 12% 13% 28% Capital Goods Consumer Goods Chemicals Healthcare Electronics Auto/ Ancillaries Others Hospitality Softw are Germany Domestic UK SA US Belgium Ireland Netherlands 14% Norw ay France Uzbekistan Australia Scotland Egypt Sw itzerland Italy ICICI Group: Credentials ( 2004 – 2007 ) McLeod Russell Acquisition of spirits business of Shaw Wallace Acquisition of Doom Dooma Tea Company Acquisition of Corus Group PLC USD 12.8 billion USD 17 million USD 300 million Advisor Financing Advisor Employee buyout of Tata Tea plantations USD 13 million Sale of assets and financial restructuring Advisor Advisor Acquisition Hansen Technologies USD 565 million Structuring & Financing ICICI Group: Credentials ( 2004 – 2007 ) Acquisition of Whyte & Mackay Acquisition of a South African tyre manufacturer Employee buyout of Tata Tea plantations USD 13 million USD 1,188 million USD 62 million Advisor Advisory & Financing Acquisition of REpower USD 1,560 million Structuring & Financing Guarantee facility Acquisition of Keyline Brands Acquisition of Negma Labs GBP 18 million USD 266 million Sole Arranger Structuring & Financing ICICI Group: Credentials ( 2004 – 2007 ) Art Auction Company Equity Broking company Infrastructure Company Fresh Equity Issue Management Buy Out Fresh Equity Issue USD 8.5 million USD 11 million USD 28 million PE Syndication from HNI investors Coinvestment with PE fund PE Funding Power Transformer Manufacturing Company Garment Manufacturer Fresh Equity Issue Fresh Equity Issue USD 18.20 million USD 5 million PE Funding PE Funding Agenda Introduction to Private Equity (PE) PE Growth Story in India Benefits of Private Equity Indian PE success stories ICICI Group : Value proposition & credentials Process of PE Investment Process of PE Investment : Indicative timeline (3–6 m) After a formal mandate Data collection and IM preparation Funding disbursement Marketing and prospecting investors Concalls and meetings conducted with potential investors Term sheet Discussions over Valuations and rights Commercial and Legal DD Shareholder/share purchase agreement 1 2 3 4 5 No of weeks 6 7 8 9 Agreements discussion 10 11 12 13 14 Thank you Contact information • Amit Ratanpal, Assistant General Manager, Product and Strategy [email protected] , +91 9820039025 • Himani Bhalla, Product Manager, Investment Banking [email protected], +91 9867596685 • Aishwarya Parthsarthy, Product Manager, Investment Banking [email protected], +91 9833245675 • Purna Mishra, Product Manager, Investment Banking [email protected] +91 9833299827 ICICI Bank Disclaimers This document and the information contained herein are strictly confidential and are meant solely for the selected recipient to whom it has been specifically made available by ICICI Bank Limited (“ICICI Bank”). 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