Opportunities in Private equity

1. Opportunities in Private equity May 2008

2. 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

3. Introduction to Private Equity Private equity is medium to long term finance provided in return for an equity stake in growthoriented 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

4. 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

5. Growth of the asset class Growth of Private Equity in India (2002 – 2007) • Number of deals increased more than 5 folds since 2002 • Value of deals increased more than 18 folds to reach US$ 17.3 billion in 2007 Source: AVCJ.

6. Service Non-Financial 5% Financial Services 20% Others 27% Information Technology 13% Electronics 5% Transportation/Distribution 9% Computer Related 6% Telecom 7% Medical 8% Others 5% Transportation/Distribution 5% Medical 5% Computer Related 10% Financial Services 35% Others 23% Financial Services 34% Manufacturing 10% Medical 4% Infrastructure 5% Telecom 24% Telecom21% Information Technology 14% Construction 5% Considerable diversification across industry 2002 2007 Others 11% Number of Deals Telecom20% Services Non-Financial 7% Manufacturing 7% Financial Services 8% Computer Related19% Medical 10% Information Technology 18% Value of Deals Source: AVCJ.

7. Buy-outs (MBO/MBI/LBO) 3% Seed/R&D 1% Mezzanine/ Pre-IPO 9% Expansion/Growth Capital 49% PIPE Financing 18% Start-up/Early Stage 21% Mezzanine/ Pre-IPO 5% Buy-outs (MBO/MBI/LBO) 6% Expansion/Growth Capital 41% Start-up/Early Stage 16% PIPE Financing 32% Growth across segments 2002 2007 Buy-outs (MBO/MBI/LBO) 3% Turnaround/ Restructuring 3% Number of Deals Mezzanine/Pre-IPO 2% Start-up/ Early Stage 13% Expansion/ Growth Capital 66% PIPE Financing 13% Buy-outs (MBO/MBI/LBO) 2% Turnaround/ Restructuring 4% Value of Deals Mezzanine/Pre-IPO 1% Start-up/ Early Stage 6% Expansion/ Growth Capital 52% PIPE Financing 35% Source: AVCJ.

8. 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

9. Benefits of Private Equity - Expansion capital / Acquisition capital • Restructuring business – MBOs, divestment, consolidation • Restructuring of balance sheet Access to financial capital • Providing networking linkages across the globe • Helping develop new product lines and entering new markets • Active support to secure domestic & global business partners Business Development Access to global Best Practices - Ensuring high standards of corporate governance • Facilitating proper MIS systems for control and monitoring • Ensuring maintenance of proper organizational structure • Balance sheet management Strategic value addition • Providing Risk management tools • Facilitating outpacing of Competition • Conceiving and conceptualizing New business line • Gearing up for IPO

10. 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

11. Indian PE success stories SUZLON SHOPPER'S STOP 1000 900 6000 Sales EBIT Profitability 800 Sales EBIT Profitability 5000 700 600 4000 INR crore INR crore 500 3000 400 2000 300 200 1000 100 0 0 2004 2005 2006 2007 2004 2005 2006 2007 PE Investment PE backed IPO ~ INR 1700 cr PE Investment in 2000 PE backed IPO ~ INR 130 cr ABG SHIPYARD 250 PVR CINEMA 200 Sales EBIT Profitability 150 INR crore 100 50 0 2004 2005 2006 2007 PE backed IPO ~ INR 128 cr PE Investment in 2003 PE Investment of INR 140 cr Source: moneycontrol.com

12. 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

13. ICICI Group : Value proposition (1/2) Full spectrum of services throughout the corporate development cycle Value Public to Private transaction Mergers, acquisitionsand disposals Takeovers Debt syndication Strategic financial advice Listed company Financing Pre-IPO Placements ICICI Valuation and pricing analysis Management Buyouts Debt/ Structured Financing Deal structuring Mezzanine/ hybrid financing Venture/ Developmental Capital Private equity

14. 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 Integrated Investment banking services, with access to best of breed global and domestic investors, offering value throughout the lifecycle of company Investors Base HNIs / Family offices / Financial Institutions : Middle East, UK, US, South Africa, Singapore + Access to prominent India dedicated PE funds / Financial institutions / HNIs

15. Acquisition of spirits business of Shaw Wallace USD 300 million Advisor Acquisition of Corus Group PLC USD 12.8 billion Financing Employee buyout of Tata Tea plantations USD 13 million Advisor Acquisition Hansen Technologies USD 565 million Structuring & Financing ICICI Group: Credentials ( 2004 – 2007 ) McLeod Russell Acquisition of Doom Dooma Tea Company USD 17 million Advisor Sale of assets and financial restructuring Advisor

16. Acquisition of Keyline Brands GBP 18 million Sole Arranger Acquisition of a South African tyre manufacturer USD 62 million Guarantee facility Employee buyout of Tata Tea plantations USD 13 million Advisor Acquisition of Negma Labs USD 266 million Structuring & Financing ICICI Group: Credentials ( 2004 – 2007 ) Acquisition of Whyte & Mackay USD 1,188 million Advisory & Financing Acquisition of REpower USD 1,560 million Structuring & Financing

17. ICICI Group: Credentials ( 2004 – 2007 ) Art Auction Company Fresh Equity Issue USD 8.5 million PE Syndication from HNI investors Equity Broking company Management Buy Out USD 11 million Coinvestment with PE fund Infrastructure Company Fresh Equity Issue USD 28 million PE Funding Power Transformer Manufacturing Company Fresh Equity Issue USD 18.20 million PE Funding Garment Manufacturer Fresh Equity Issue USD 5 million PE Funding

18. ICICI Group: Credentials ( 2004 – 2007 ) M&A Deals by Industry (2004-07) M&A Deals by Geography (2004-07)

19. 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

20. 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 Agreements discussion 11 12 5 6 7 8 9 10 13 14 1 2 3 4 No of weeks

21. Thank you Contact information Amit Ratanpal, amit.ratanpal@icicibank.com Aishwarya Parthsarthy, aishwarya.parthasarthy@icicibank.com, +91 9833245675 Himani Bhalla, himani.bhalla@icicibank.com, +91 9867596685 Purna Mishra, purna.mishra@icicibank.com +91 9833299827

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