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PROPOSED ACQUISITION BY AVUSA OF UNIVERSAL HIRT & CARTER (“UHC”)

PROPOSED ACQUISITION BY AVUSA OF UNIVERSAL HIRT & CARTER (“UHC”). 14 October 2010. What is UHC ? 1. One-stop retail and FMCG marketing solution, including: Largest intellectual capital database in the country of FMCG graphics Holistic through-the-line marketing solutions business.

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PROPOSED ACQUISITION BY AVUSA OF UNIVERSAL HIRT & CARTER (“UHC”)

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  1. PROPOSED ACQUISITION BY AVUSA OF UNIVERSAL HIRT & CARTER (“UHC”) 14 October 2010

  2. What is UHC ? 1 One-stop retail and FMCG marketing solution, including: • Largest intellectual capital database in the country of FMCG graphics • Holistic through-the-line marketing solutions business. • Retail advertisement monitoring service. • Photographic, litho, silk screen facilities. • Design and production of POS material. • Marketing, advertising and promotions software. • POS solutions, self-adhesive labels, catalogues, business forms. • High volume printing of magazines and directories.

  3. What Is UHC ? 2 UHC’s attributes are as follows: • Market leader with significant penetration into SA’s leading marketing brands. • Privately owned diversified media business operating mostly in retail, FMCG and related markets at the marketing planning stage. • Country’s largest FMCG and retail marketing solutions. • Operator in below-the-line and point-of-sale (“POS”) markets. • Principal shareholders are the Mehta family and Colin Cary (BEE compliant). • Strong management team. • Large operation with a strong, resilient revenue base (with entrenched clients), operating margins and cash flow.

  4. What Is UHC ? 3 UHC’s attributes are as follows: • The acquisition is earnings-enhancing for Avusa (before considering merger benefits). • Operates in markets least affected by economic cycles • Portion of the UHC business unlikely to be diminished by move to digital in publishing (e.g. POS and labels). • Intellectual capital created through high level of strategic integration with country’s leading brands and retailers.

  5. Key Investment Considerations & Drivers The following were the key investment drivers considered when assessing the UHC acquisition: • Strategic fit. • Customer intelligence and relationships. • Quality of revenue, operating margin and cash generation. • Diversity of revenue streams and profits for an enlarged Avusa. • Positions Avusa for further growth in existing and new markets. • Innovation. • Integration opportunities with the Avusa business.

  6. THE RETAIL OPPORTUNITY TOTAL PRINT MARKET SIZE Traditional print above-the-line c.R9bn current market where Avusa plays Inserts market (incl. in above-the-line) c.R1bn TOTAL: c.R16bn Traditional print below-the-line c.R6bn Below the line current market Pre-media for OPI’s and knock & drop c.R1bn 6

  7. Retail Dominates Spend * Retail and FMCG represent 45% of market VALUE : R9bn 7 Source: Adex Jan - Dec

  8. Print Markets Above-the-line UHC UHC Avusa UHC UHC UHC Below-the-line

  9. Valuation and Intangibles • Tangible assets are not reflective of businesses of more than 30 years (Sunday Times and subscribers) • UHC has brands, entrenched customers and growing sustainable earnings • The acquisition also brings the earnings of intellectual capital currently not capitalised on the balance sheet (Sunday Times brand and subscribers) • The UHC business was valued using DCF, P/E ratio, EV/Ebitda ratio in determining fair value

  10. Funding • How is the deal funded • Cash + Avusa equity • Raised short term debt • Ambition to repay debt in 2-3 years • Funding considerations • Printing press investments • Dividend • Minor acquisitions • Replacement plant and equipment • Digital projects

  11. Directory Advertising • Contract period ends in 2013 • TRUDON revenue as a percentage of UHC 2010 revenue is about 10% and PAT below 10% • TRUDON revenue as a percentage of combined AVUSA & UHC 2010 revenue is below 3% • Estimated TRUDON PAT as a percentage of combined AVUSA & UHC 2010 PAT is below 5% • UHC has a12 year history of printing the directories – no disputes between parties during this period • UHC has market advantage on product quality, competitive pricing and strong relationships with TDS

  12. Value Proposition Of Transaction

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