PRIMEPRIME

A Corporate Profile

M&AM&A // ADVISORYADVISORY CLIENTS CLIENTS ((SSample ample LList)ist)

Asian Paints : Market Leader in Paints

Business India Group : Leading Publishing House

Camlin : Leading Company in Stationery Products and Art Materials

Champagne Indage : An internationally acclaimed Winery

Clariant : Subsidiary of Clariant A.G. - spun off from Sandoz

El Forge : Auto ancilliary

Godrej-Sara Lee : Leader in Household Insecticides

Hoechst Schering Agrevo : Agrochemicals

M&AM&A // ADVISORYADVISORY CLIENTS CLIENTS ((SSample List)ample List)

International Bestfoods (formerly Corn Products) : Foods MNC

I.C.I. India : Subsidiary of I.C.I. Plc

Jindal Group : Leading player in the Steel Sector

Knoll Pharma : MNC Pharmaceutical Company

Lyka Labs : Domestic Pharmaceutical Formulations Company

S B &T International : Indian Jewellery Export House

S Kumars Nationwide : Textile Major

Shyam Telecom : Leading Telecom Player

INVESTOR RELATIONSHIPSINVESTOR RELATIONSHIPS – – FOREIGN INSTITUTIONS (Sample List)FOREIGN INSTITUTIONS (Sample List)

Grantham Mayo

Lloyd George

Oppenheimer

Karma Capital

Morgan Stanley

Alliance Capital

Citibank Private Equity

Schroders Venture Capital

Standard Chartered Private Equity

American International Group

INVESTOR RELATIONSHIPSINVESTOR RELATIONSHIPS – – FOREIGN INSTITUTIONS (Sample List)FOREIGN INSTITUTIONS (Sample List)

Jardine Fleming Chase

SAC Capital Advisors

Indea Capital

Indus Capital

Kuvera Capital

ChrysCapital

ICF Advisors

International Equity Partners

Kingdon Capital

Aeneas Capital

INVESTOR RELATIONSHIPSINVESTOR RELATIONSHIPS – – DOMESTIC INSTITUTIONS (Sample List)DOMESTIC INSTITUTIONS (Sample List)

Unit Trust of India

Canbank Mutual Fund

Prudential ICICI

HSBC

Tata Mutual Fund

Principal Mutual Fund

Sahara Mutual Fund

Benchmark Mutual Fund

HDFC Bank

SBI Mutual Fund

KEY DEALS KEY DEALS

BALRAMPUR CHINI MILLS BALRAMPUR CHINI MILLS LIMITEDLIMITED

Regarded as the Best Indian Sugar Company

Private Equity deal with Citicorp International Finance Corporation aggregating Rs 1 Bn

Wide range of services provided over the years– Path-breaking private placement aggregating Rs 265 MM

– Subsequent advisory services for restructuring of the group

– Contineous coverage of the company post-placement

– Arranged debt funds of US$ 15 MM from IFC Washington

HEXACOM INDIA LIMITEDHEXACOM INDIA LIMITED

Advisor to Shyam Telecom group for divestment of their stake in Hexacom (leading cellular player in Rajasthan) to Bharti Tele-Ventures Limited

Deal Size : Rs 4.3 Bn for 67.5% stake

Deal Structure– Rs 550 MM in cash

– Rs 3.75 Bn in Optionally Convertible Redeemable Debentures of Bharti Tele-Ventures Limited

JINDAL IRON & STEEL COMPANY JINDAL IRON & STEEL COMPANY LIMITEDLIMITED

Private Equity deal with Citicorp Banking Corp, Bahrain (Citibank Private Equity)

Deal Size : Upto US$ 10 MM

Deal structured to include– Direct investment in the company of Rs 148 MM

– Balance through secondary market

MONNET ISPAT LIMITEDMONNET ISPAT LIMITED

Private Equity deal with CVC International (Citibank Private Equity)

Deal Size - US$ 10 MM Deal structured to include

– Direct investment in the company of Rs 353 MM

– Balance Rs 98 MM in Monnet Power Limited, an associate company to be merged with Monnet Ispat Limited

– Post merger CVC to hold 13.8% of Monnet Ispat Limited on a fully diluted basis

JINDAL STAINLESS LIMITEDJINDAL STAINLESS LIMITED

Private Equity deal with Latin American Investment Bank Bahamas Ltd (Citibank Private Equity)

Deal Size - US$ 6 MM

Deal structured to include– Purchase of existing Foreign Currency Convertible Bonds (FCCBs)

by the investor

– Conversion of FCCBs into equity

INDRAPRASTHA APOLLO INDRAPRASTHA APOLLO HOSPITAL LIMITEDHOSPITAL LIMITED

Funding provided to a new corporate hospital Private Equity deal with Schroders (TWL Holdings)

aggregating Rs 370 MM Deal structured to include

– part investment in hospital company’s equity

– part investment in holding company (pharmacy services)

Lead Managed IPO aggregating Rs 230 MM An investment partnership converted to a strategic

partnership

SHYAM TELECOM LIMITEDSHYAM TELECOM LIMITED

A leading telecom equipment supplier

Private placement of listed equity aggregating Rs 800 MM

Funds for expansion of activities and retirement of high cost debt

Investment by a wide spectrum of investors

Currently providing advisory services

PANTALOON RETAIL (I) LIMITEDPANTALOON RETAIL (I) LIMITED

A leading retailing company

Private placement of listed equity aggregating Rs 140 MM

Funds for expansion of retailing activities

Investment by a wide spectrum of investors

AMEX INFORMATION AMEX INFORMATION TECHNOLOGIES LIMITEDTECHNOLOGIES LIMITED

Funding provided to a growing software company

Initial private placement deal

Subsequent IPO aggregating Rs 69 MM

CHAMPAGNE INDAGE LIMITEDCHAMPAGNE INDAGE LIMITED

A winery which has drawn rave reviews from international wine connoisseurs and have won a number of awards at the International Wine and Spirit competition held annually at London

Private placement of listed equity aggregating Rs 88 MM

Investment by Mutual Funds

Further syndication of debt funds for the Group

CAPTAIN COOKCAPTAIN COOK

A Brand Acquisition (Rs 750 MM)

One of the leading players in the domestic branded salt & atta (wheat) businesses

Acquisition by International Bestfoods Ltd (formerly Corn Products Company)

Acquisition of the salt business, manufacturing facilities & distribution network

TARLA DALAL FOODSTARLA DALAL FOODS

A Brand Acquisition

“Tarla Dalal” - A household name associated with vegetarian cooking, extremely well-known Indian author

Acquisition by International Bestfoods Ltd (formerly Corn Products Company)

Acquisition of the instant foods business

LEADING EDGE SYSTEMS LIMITEDLEADING EDGE SYSTEMS LIMITED

Lead Managed the IPO

Subsequent Private Placement of listed equity aggregating Rs 360 MM– Priced at premium to market

– Investment by The India Private Equity Fund (Mauritius) - a fund sponsored by CIBC Oppenheimer Corp. and Chase Manhattan Bank N.A

Corporate advisory services

UNITED TELE-SHOPPING & UNITED TELE-SHOPPING & MARKETING CO. LTD (TSN)MARKETING CO. LTD (TSN)

Tele-marketing company promoted by the Unilazer (UTV) group

Placement of unlisted equity aggregating Rs 72 MM to fund future growth opportunities

Investment by Draper International & Walden-Nikko

SECURE METERS LIMITEDSECURE METERS LIMITED

Private equity aggregating Rs 110 MM raised for buying out a U.K. based technology provider

Innovative convertible instrument

Initial placement to Morgan Stanley, HDFC Bank and Prime

Arranged new investors - International Equity Partners and Citibank to replace existing investors

Original investors made good returns

GODREJ SARA LEEGODREJ SARA LEE

“Jet” mosquito repellents - Brand Acquisition (Rs 300 MM)

Consolidation of brands by the largest player in the industry

Deal started as an IPO mandate, converted into an acquisition for the Godrej Group - now a Sara Lee company

OUR TRACK RECORD OUR TRACK RECORD AS LEAD MANAGERS TO ISSUESAS LEAD MANAGERS TO ISSUES

Have lead managed over 20 Rights / Public Issues / Open Offers / Delisting Offers

Raised over Rs 2.3 Bn

Not a single devolvement to date

SELECT DEALSSELECT DEALS

Rs MM

Amex Information Technologies Ltd 69

Dhampur Sugar Mills Ltd 416

Garware Wall Ropes Ltd 556

Indraprastha Medical Corporation Ltd 229

Leading Edge Systems Ltd 41

Ras KMK Lamipack Ltd 90

Veejay Lakshmi Engg Works Ltd 170

HUMAN RESOURCESHUMAN RESOURCES

Current Strength: 30 people

Key employees bring a variety of experience from sectors such as investment banking, brokerage houses, commercial banking, service industries and others

PRIME’S UNIQUE FACETS (I)PRIME’S UNIQUE FACETS (I)

Small, extremely focused team

Highly flexible business thrust; constantly reacting to market stimuli and needs– Private Equity

– Private Placements

– Changing/Emerging Investment Trends

– Evolving legal framework/Guidelines on Takeovers / Buy Backs / Delisting

PRIME’S UNIQUE FACETS (II)PRIME’S UNIQUE FACETS (II)

Key people always involved in every deal – Totally hands on

Baggage of large organization absent

Not figuring in league tables– Not perceived a weakness

Eyes and ears constantly trained to capture market moods and sentiments

THANK YOUTHANK YOU