Sphere Partners Limited

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Sphere Partners Limited Client Case Studies
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Contents

• Background
• Examples

Sphere Partners Ltd 50 Albemarle St Mayfair
London W1S 4BD Telephone [phone]
Fax [phone] www.spherepartners.com
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Background
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Sphere Partners Limited - Our Group
Introduction

• Founded in 2002 to give independent, unbiased
  advice and support in the areas of strategic
  advisory and corporate finance
• Senior personnel, delivering full project
  management skills with well over 50 years
  experience around the team, having undertaken
  countless fund-raising for companies from around
  the globe
• Independent advisors (i.e. not linked to any
  broker, Nomad or Investment Bank)
• Corporate finance services include
• Capital Markets
• Capital-raising
• IPOs / floatations
• Debt advisory
• Demergers
• Stock market positioning
• Corporate governance
• MA
• Acquisitions (including leveraged buyouts, MBOs,
  MBIs and secondary buy-outs)
• Disposals
• Public offers (including public-to-privates) and
  mergers
• Bid defenses
• Alliances and joint-ventures
• Strategic advice
• Corporate and Strategic Advisory

www.spherepartners.com
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Sphere Partners Limited - Our Group
Strategy

• Sphere Partners is a leading advisory group with
  clients that include management teams, corporates
  and family businesses. We are active across a
  number of sectors with our key focus being the
  Asian entrepreneur in the UK and cross border
  transactions with Asia (Indian sub-continent and
  the Far East) and the Middle East.
• Sphere Partners has identified a niche in the
  marketplace. The transactions we undertake are
  typically small for the larger investment banks
  and too complex / broad for the smaller corporate
  finance boutiques and as such our aim is to
  provide clients with the level of experience,
  product knowledge, financial engineering, market
  skills and commercial awareness - services
  normally made only available to much larger
  companies
• In our view, we add value to our clients by
  thinking out of the box. We are not driven by
  the need to do a deal which changes the essence
  of evaluating opportunities that arise and allows
  us to consider each opportunity on its merits. In
  short, we support our clients by sitting on their
  side of their table.
• Sphere Partners has well established links
  globally and is well placed to deal with the
  increasing flow of cross border transactions. We
  have experienced multi-national professionals
  undertaking transactions in the UK, France, Asia
  and Middle East and handling Asian and Middle
  Eastern cross border transactions out of our
  offices in London. We also have joint venture
  agreements in place with advisory firms in India
  and France.
• We operate in both the Private and Public
  marketplace, covering a range of sectors that
  include TMT (Technology, Media and Telecom),
  Retail, Healthcare, Leisure Travel, Property,
  Energy and Industrials.

www.spherepartners.com
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Sphere Partners Limited - Our Group
Some of our team
www.spherepartners.com
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Case Studies
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Sphere Partners Limited - New Look Case Study
The Role of Sphere Partners Ltd
Background

• 699 million (US1,250 billion) Public to Private
  (P2P)
• Leading UK Retail Group
• One of the largest take private transactions in
  the UK market in 2004 (to date)
• Sponsors comprised of Apax, Permira, Tom Singh
• Over 9 months in development
• 348p bid price represented the highest share
  price ever seen.
• Challenges
• Multiple groups Company Significant
  Shareholder Public and Institutional
  Shareholders Private Equity Sponsors Debt
  Providers Research Analyst Community and the
  Media.
• Perception of P2P transactions in the market.

Advised the Management Team, including executive
directors Phil Wrigley (Chief Executive Officer)
Tom Singh (MD, Commercial) Carl McPhail (MD,
Marketing, Operations and International) and
Alastair Miller (MD, Finance, Property and Human
Resources). 24 / 7 confidential support, advice
and guidance for the CEO through the complex
transaction. Advising and supporting the
founding shareholder. Analysed and developed the
appropriate strategy Supported the Management
team throughout the entire lengthy process
including negotiations of their roles,
remuneration, equity participation,
etc Independent viewpoint of all the advice
given by many parties involved in the
transaction. Phil Wrigley, CEO, New Look
Group Nish Kotecha of Sphere Partners provided
a critical support in the throughout this long
and complex transaction. Having a confidential
Independent Advisor with a strong track record
and integrity can help you to maximise the
success rate of the strategy. I would recommend
this approach to my peers. Nish Kotecha,
Principle, Sphere Partners Ltd We are delighted
to have been mandated in this landmark
transaction and more importantly to be given the
opportunity to work with one of UK / Europes
leading Retail Teams.
www.spherepartners.com
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Inspired Gaming Group - Company Profile
One Year Share Price INGG.L
Annual Report Key Financials
Key Company Statistics as of Close of Business on
01st August 2006
Year End September Shares Issued 63.94m co-C
EO Luke Alvarez and Norman Crowley Market
Cap 117m Website http//www.inspiredgaminggroup
.com Dividend N/A IPO Details 02nd June 2006
on AIM P/E 10.8x (2006E) 60m shares issued
at 180p EV/EBITDA 2.64x (2006E) Raising 108m
gross of fees EV/Sales 1.14x (2006E) Price
Range 183p 187p Shareholders J O Hambro
Capital Mgmt 25.1, Artemis Mgmt 12.1 FMR
Corp Fidelity Ltd 10.0, Goldman Sachs 5.3
Source LSE, Bigcharts.com, Company, Sphere
Partners
www.spherepartners.com
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Sphere Partners Limited Inspired Gaming Group
plc IPO
The Role of Sphere Partners
Background
Sphere Partners acted as the sole company adviser
to Inspired Gaming Groups 115m Accelerated IPO
on AIM.  The shares were listed on Friday 2nd
June 2006. Inspired Gaming Group raised 108m by
way of a Placing to new investors which was
underwritten by Evolution Securities Limited. 
The Admission is supported by 116m of senior
debt facilities which are fully underwritten by
GE Commercial Finances leveraged lending
business. Inspired Gaming Group plc (ticker
INGG) is the leading provider of gaming machines
for the leisure and gaming markets.  The group is
also the leading player in the UK Server Based
Gaming (SBG) market and provides SBG software
systems and SBG digital and networked terminals
across six countries.  The Group manages over
90,000 machines across the UK, of which some
34,000 are already on the SBG platform. The move
to SBG allows machine operators to change games
remotely, therefore increasing the revenues and
useful economic life of a machine by up to five
years, as well as reducing costs through lower
overheads.  The Group is also the leading
provider of Fixed Odds Betting Terminals, Itbox
Skill Gaming Terminals, and other SBG variants. 
The admission to AIM will facilitate the roll out
of the groups digital platform. Inspired Gaming
Group is a new company created from the
acquisitions of Inspired Broadcast Networks and
Leisure Link and immediately floating the
combined group on AiM using the Accelerated IPO
structure. www.inspiredgaminggroup.com

• 115 million AIM IPO
• Sphere Partners was engaged to advise the group
  on structuring and advising the company on all
  aspects of the transaction and acted as the
  central project coordinator.
• Sphere Partners has been retained by Inspired
  Gaming Group as their corporate finance adviser
  going forward.
• Luke Alvarez, Co-Chief Executive Officer,
  Inspired Gaming Group
• Sphere Partners brought a great deal of
  expertise to a complex transaction, maintaining a
  high degree of professionalism throughout. This
  was an extremely innovative piece of corporate
  finance work  The AIM listing, by reducing debt
  and increasing cash and profit growth, will
  allow Inspired Gaming Group  to accelerate  its 
  leading market position and maximise the
  significant growth opportunity in SBG both in the
  UK and abroad.
• Nish Kotecha, Senior Partner Sphere Partners
• "The creation of Inspired Gaming Group is a
  significant milestone for Sphere Partners and our
  relationship with the acquired companies.  Sphere
  Partners has worked in partnership with the
  management team for over two years advising on
  all aspects of their corporate finance strategy. 
  We are also delighted with our ongoing role as
  corporate finance adviser to IGG and look forward
  to supporting them during through their growth as
  a plc

www.spherepartners.com
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Sphere Partners Limited Inspired Gaming Group
plc Acquisition
The Role of Sphere Partners
Background
Sphere Partners acts as sole Company adviser to
Inspired Gaming Group Plcs acquisition of Red
Vision. Inspired Gaming Group (IGG) completed the
acquisition of Red Vision - a state of the art
CGI (computer generated imagery) and visual
effects production company. As well as producing
broadcast TV CGI work, for which it has won
BAFTAs for the last two years running, Red Vision
is also IGGs partner in its market leading
Virtual Sports content. The acquisition was
completed following IGGs admission and first day
of trading on AIM on Friday 2nd June and will
enable IGG to extend the range of its virtual
sports products into other broadcast media.
Ticker symbol INGG. As detailed in the AIM
Admission document published on 25th May 2006,
the consideration is 3.3 million plus an amount
calculated by reference to an earn-out. The
maximum consideration payable under the earn-out
is 16.7 million. Red Visions virtual sports
content, such as virtual horse and greyhound
racing as well as football, is licensed by IGG to
retail and online gaming operators as well as
digital TV broadcasters. Customers include Coral
Eurobet, Ladbrokes, William Hill and BSKYB
(Virtual Horse Racing appears on Sky Vegas Live,
Skys live iTV entertainment and betting
channel). The company is also a leading producer
of custom CGI work for TV production companies in
the UK and has won the BAFTA for Visual Effects
for the last two years running. Broadcast clients
include the BBC, Channel 4, Granada, Wall to
Wall, Tiger Aspect, Talkback Freemantle, Darlow
Smithson Productions and Discovery
Channel. Inspired Gaming Group is a new company
created from the acquisitions of Inspired
Broadcast Networks and Leisure Link and
immediately floating the combined group on AiM
using the Accelerated IPO structure.
www.inspiredgaminggroup.com

• Modelling the earn out model for the RV
  management.
• Sphere Partners was engaged to advise the group
  on structuring and advising the company on all
  aspects of the transaction and acted as the
  central project coordinator.
• Sphere Partners has been retained by Inspired
  Gaming Group as their corporate finance adviser
  going forward.
• Luke Alvarez, Co-Chief Executive Officer of
  Inspired Gaming Group
• Sphere Partners has been instrumental in working
  closely with our team to develop an acceptable
  acquisition structure for all parties. Sphere
  Partners in depth knowledge of our business was
  the critical ingredient to successfully
  concluding this acquisition.
• David Mousley, Managing Director of Red Vision
• "Sphere Partners core strength was their in depth
  knowledge of our business and the opportunity of
  combining this with IGG would create a winning
  formula. It was a real pleasure to work with the
  Sphere team through this transaction.

www.spherepartners.com
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Sphere Partners Limited Ashok Leyland Case Study
The Role of Sphere Partners
Background
Eight out of ten metro state transport buses in
India are from Ashok Leyland. At 70 million
passengers a day, Ashok Leyland buses carry more
people than the entire Indian rail network. For
over five decades, Ashok Leyland has been the
technology leader in India's Commercial vehicle
industry, moulding the country's commercial
vehicle profile by introducing technologies and
product ideas that have gone on to become
industry norms. Ashok Leyland is listed on the
BSE, NSE and London Stock Exchange (GDR).
www.ashokleyland.com

• US 100 million Convertible Bond Issue.
• Sphere Partners was engaged to advise the group
  on its capital raising plans. We analysed the
  alternatives and then provided project management
  support throughout the process.
• Dheeraj Hinduja, Vice Chairman, Ashok Leyland
• "Nish Kotecha of Sphere Partners acted as a key
  member of the Project Team. With his good
  understanding of the perspectives from both sides
  of the table he helped us through the transaction
  adding real value . I would recommend such an
  approach to my peers."
• Nish Kotecha, Senior Partner Sphere Partners
• "We are delighted to have been mandated in this
  transaction by Ashok Leyland in the Global
  Capital Markets. It was a privilege to work with
  a leading management team as they embark on their
  growth plans."
• Financial Times 29th April 2004
• Sphere Partners in London, which advises Indian
  companies says convertibles represent an
  opportunity to diversify into the India Growth
  Story.

Current Market Stats on 01st August 2006
Share Price 0.80 Market Capitalisation 951.4m
on 1,189.3m shares issued Average Daily Trading
Value over 3mths 7.09m
All figures in USD from Indian Rs. Exchange rate
of 1USD Rs46.51 Source NSE-India.com,
Company, Sphere Partners
All figures in USD from Indian Rs. Exchange rate
of 1USD Rs45.77 Source Company,
NSE-India.com, Karvy Financial, Sphere Partners
www.spherepartners.com
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Sphere Partners Limited - Our Group
Sphere FT News Article
www.spherepartners.com
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Sphere Partners Limited Dabur Pharma Case Study
The Role of Sphere Partners Ltd
Background
Dabur Pharma Limited is the leading Indian
company for cancer research and anticancer
products. The company also markets a range of
products in the cardiovascular, antibacterial,
anti-diabetic digestive segments. Dabur Pharma
Limited, a public limited company incorporated in
March 2003, is an associate company of Dabur
India Limited, a US 450 million healthcare
company founded in 1884. Dabur Pharma Limited
operates in Europe and in some other markets
through its fully owned subsidiary - Dabur
Oncology Plc. The Dabur group of companies have a
legacy of trust and excellence in the healthcare
business. www.daburpharma.com
Appointed Corporate Finance advisor to Dabur
Pharma Limited. Sphere Partners was engaged to
provide independent analysis and advice through
our spinout from the Parent business and the
financing roadmap thereafter. Dr Anand Burman,
Chairman, Dabur Pharma Ltd Sphere Partners
were a valuable support to our teams in planning,
structuring and executing our financial roadmap
and helped us to maximise the success rate of the
strategy.
Current Market Stats on 01st August 2006
Share Price 1.21 Market Capitalisation 188.6m
on 155.9m shares issued Average Daily Trading
Value over 3mths 38,279
All figures in USD from Indian Rs. Exchange rate
of 1USD Rs46.51 Source NSE-india.com,
Company, Sphere Partners
www.spherepartners.com
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Sphere Partners Limited - Cobra Beer Case Study
The Role of Sphere Partners Ltd
Background
Cobra Beer is one of the fastest growing beer
brands in the UK, with a current turnover of 80
million at retail value. It has been exported to
over 40 countries worldwide, and is available
nationwide in more than 6,000 Indian restaurants,
5,000 outlets of major supermarkets and
off-licenses and now nearly to 6,000 mainstream
bars, pubs and clubs. Cobra Beer was awarded
one Grand Gold medal and 11 Gold medals at the
2006 Monde Selection, Brussels - World Selection
of Quality, two Grand Gold medals and nine Gold
medals in 2004, two Grand Gold Medals and four
gold medals in 2004, and Gold for three
successive years at the 2003, 2002 and 2001 Monde
Selection awards. Monde Selection also presented
Cobra with three International High Quality
Trophies in 2003 and a further two in 2006 for
its achievements. Cobra was listed on the 1999
Virgin Fast Track 100 list of the fastest
growing, privately owned companies in the UK.
Headquartered in London, UK, Cobra Beer has
offices throughout the world, including India,
South Africa, and the USA, and Cobra is brewed in
the UK, Belgium, The Netherlands, Poland and
India. www.cobrabeer.com
Sphere Partners acted as financial adviser to
Cobra Beer on their recent 27.5m fund raising.
Cobra Beer has secured the financing in the form
of unsecured loan notes (through a PIK
instrument) issued by Och-Ziff Capital
Management. The company has used 13m of the
proceeds to redeem its existing convertible
cumulative preference shares and the remainder
will be used to fund expansion in the UK and
India, and to expand draught capacity in the UK.
Sphere Partners has been engaged to work closely
with the Senior Management team to develop the
roadmap for a eventual floatation. Karan
Bilimoria CBE, Founder and CEO Karan Bilimoria,
CEO, and Dynshaw Italia, CFO, of Cobra Beer,
commented Sphere Partners displayed a deep
knowledge of our business and an understanding of
our requirements. The financing was biggest
undertaken in the companys history and the
Sphere team worked seamlessly with our financing
partners. Sphere Partners are an important part
of our family as we grow Cobra into one of the
leading beer brands.
www.spherepartners.com
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Sphere Partners Limited - Some of Our Clients
www.spherepartners.com
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Legal

• Although the information contained in this
  presentation is believed to be reliable, we make
  no representations or warranty as to the accuracy
  or completeness of any information contained in
  this presentation or otherwise provided by us and
  we accept no liability for the accuracy or
  completeness of such information. Prior to
  entering into any transaction contemplated hereby
  (a Transaction) you should determine, without
  reliance upon us or our affiliates, the economic
  risks and merits (and independently determine
  that you are able to assume these risks), as well
  as the legal, tax and accounting
  characterisations and consequences of any
  Transaction.
• In this regard, by accepting this presentation,
  you acknowledge that (a) we are not in the
  business of providing (and you are not relying on
  us for) legal, tax and accounting advice, (b)
  there may be legal, tax or accounting risks
  associated with any Transaction, (c) you should
  receive (and rely on) separate and qualified
  legal, tax and accounting advice and (d) you
  should apprise senior management in your
  organisation as to such legal, tax and accounting
  advice (and any risks associated with any
  Transaction) and our disclaimer as to these
  matters.
• Any terms set forth in this presentation are
  intended for discussion purposes only and are
  subject to the final expression of the terms as
  set forth in separate definite written
  agreements.
• Individuals of Sphere Partners Limited are
  members of Eilon Associates Limited. Sphere
  Partners Limited has been engaged by Eilon
  Associates Limited to provide Corporate Finance
  Advice to non-private customers and certain
  individuals are authorised in this capacity.
  Eilon Associates Limited is authorised by the
  FSA. If you wish to engage the services of Sphere
  Partners Limited then you will be required to
  enter into an agreement with Eilon Associates
  Limited who will contract to provide you with the
  agreed services through the Individuals of Sphere
  Partners Limited.

www.spherepartners.com
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