Best VIP Call Girls Noida Sector 40 Call Me: 8448380779
12072 N796 A 2
1. Il Sole 24 ORE This document has been prepared by UBS Limited Case study NEITHER THIS DOCUMENT NOR ANY PART OR COPY OF THIS DOCUMENT MAY BE DISTRIBUTED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OR IN CANADA, JAPAN OR AUSTRALIA
2. THIS DOCUMENT HAS BEEN PREPARED BY ITS AUTHORS INDEPENDENTLY OF IL SOLE 24 ORE S.P.A. (THE " COMPANY "), , MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A. (" MEDIOBANCA "), AND UBS LIMITED (" UBS ") OR ANY OTHER MEMBER OF THE UNDERWRITING GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE PROPOSED OFFERING (THE " OFFERING ") OF PREFERRED SHARES ( AZIONI DI CATEGORIA SPECIALE ) OF THE COMPANY. UBS LTD, WHO MAY ACT IN CONNECTION WITH THE OFFERING, HAS NO AUTHORITY WHATSOEVER TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY, MEDIOBANCA, UBS, ANY OTHER MEMBER OF THE UNDERWRITING GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES IN CONNECTION WITH THE OFFERING OR OTHERWISE. IN PARTICULAR, THE OPINIONS AND PROJECTIONS EXPRESSED HEREIN ARE ENTIRELY THOSE OF UBS LTD AS PART OF ITS NORMAL RESEARCH ACTIVITY AND NOT AS A MANAGER OR UNDERWRITER OF ANY OFFER OR AS AN AGENT OF, OR FINANCIAL ADVISER, TO THE COMPANY, MEDIOBANCA, UBS, ANY OTHER MEMBER OF THE UNDERWRITING GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON. UBS LTD HAS NOT INDEPENDENTLY VERIFIED THE INFORMATION GIVEN IN THIS DOCUMENT. ACCORDINGLY, NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO, AND NO RELIANCE SHOULD BE PLACED ON, THE ACCURACY, COMPLETENESS OR FAIRNESS OF THE INFORMATION OR OPINIONS CONTAINED IN THIS DOCUMENT. NONE OF UBS LTD, THE COMPANY, MEDIOBANCA, UBS, ANY OTHER MEMBER OF THE UNDERWRITING GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, MEMBERS, OFFICERS OR EMPLOYEES OR ANY OTHER PERSON ACCEPTS ANY LIABILITY WHATSOEVER (IN NEGLIGENCE OR OTHERWISE) FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS DOCUMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION WITH THIS DOCUMENT (EXCEPT IN RESPECT OF WILFUL DEFAULT). THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER FOR SALE OR SUBSCRIPTION OF OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER. THE OFFER SHALL BE MADE BY THE FINAL OFFERING MEMORANDUM TO BE PUBLISHED IN DUE COURSE IN CONNECTION WITH THE OFFERING. ANY APPLICATION FOR PREFERRED SHARES IN THE COMPANY SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE FINAL OFFERING MEMORANDUM. THIS DOCUMENT HAS BEEN FORWARDED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED OR REDISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. NEITHER THIS DOCUMENT NOR ANY COPY OR PORTION HEREOF MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, JAPAN, CANADA OR THE UNITED STATES OR TO ANY RESIDENT THEREOF. THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS OF ANY SUCH OTHER JURISDICTIONS. FOR THE PURPOSES OF THIS PARAGRAPH, THE TERM "UNITED STATES" HAS THE MEANING GIVEN TO IT IN REGULATION S UNDER THE US SECURITIES ACT OF 1933. BY ACCEPTING THIS DOCUMENT YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS. THIS DOCUMENT IS FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS FALLING WITHIN ARTICLE 19, ARTICLE 47, ARTICLE 49 AND ARTICLES 50 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED. THIS DOCUMENT IS CONFIDENTIAL AND IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, FURTHER DISTRIBUTED TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. THIS DOCUMENT IS FOR DISTRIBUTION IN ITALY ONLY TO PROFESSIONAL AND/OR QUALIFIED INVESTORS AS DEFINED IN ANY AND ALL APPLICABLE SECURITIES LAWS AND REGULATIONS. THEREFORE THIS DOCUMENT MAY NOT BE DISTRIBUTED TO (I) A MEMBER OF THE GENERAL PUBLIC; (II) DISTRIBUTION CHANNELS, THROUGH WHICH INFORMATION IS, OR IS LIKELY TO BECOME AVAILABLE TO A LARGE NUMBER OF PERSONS; OR (III) INDIVIDUALS OR ENTITIES FALLING OUTSIDE THE DEFINITIONS OF PROFESSIONAL AND/OR QUALIFIED INVESTORS AS SPECIFIED ABOVE.
3.
4.
5.
6. SECTION 1 The Company NEITHER THIS DOCUMENT NOR ANY PART OR COPY OF THIS DOCUMENT MAY BE DISTRIBUTED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OR IN CANADA, JAPAN OR AUSTRALIA
7.
8.
9.
10.
11.
12.
13. SECTION 2 Market Outlook NEITHER THIS DOCUMENT NOR ANY PART OR COPY OF THIS DOCUMENT MAY BE DISTRIBUTED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OR IN CANADA, JAPAN OR AUSTRALIA
14.
15.
16.
17. SECTION 3 Group Strategy NEITHER THIS DOCUMENT NOR ANY PART OR COPY OF THIS DOCUMENT MAY BE DISTRIBUTED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OR IN CANADA, JAPAN OR AUSTRALIA
18.
19. Track record in M&A The multiples paid so far are not demanding Deals announced in 2006–07: avg EV / EBITDA paid is 8.2x Source: Company data, UBS estimates. All in €m if not stated 10 72 85 Total committed 0 1 nm 1 5 nm 5 30% Diamante Q4 07 0 0 nm 2 3 0 3 55% Alinari Q4 07 (E) 10 71 8.2 82 Only controlling stakes Total YTD 2 10 6.7 13 13 (3) 16 100% STR Aug-07 0 0 nm 1 3 nm 3 30% Blogosfere Jul-07 2 13 6.5 12 12 4 8 100% Data Ufficio Jul-07 5 42 8.6 47 47 6 40 100% GPP Mar-07 0 2 37.5 2 4 0 4 57% Motta Arti Grafiche Dec-06 0 2 13.5 4 4 0 4 100% Motta Architettura Oct-06 0 2 nm 3 22 nm 22 15% El Economista Feb-06 2006 EBITDA 2006 revenues EV / EBITDA (x) Impact net debt EV Net debt (cash) Equity value Stake Target Timing
20.
21. SECTION 4 Forecasts (pre-money) NEITHER THIS DOCUMENT NOR ANY PART OR COPY OF THIS DOCUMENT MAY BE DISTRIBUTED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OR IN CANADA, JAPAN OR AUSTRALIA
22. Key drivers The key drivers and risk factors of top line and margins Source: UBS estimates See above plus web-based adv exposure Advertising: Consolidation of clients - Increasing competition Price pressure - financial info services Strong online advertising - online Multimedia: Premium listeners to be fully “ monetized ” Shortage of frequencies - Cost inflation Growing listeners Radio: Synergies from integration of new businesses Scale effect + Smoother tradition to new media (web, electronic) Impact of acquisitions M& A + More resilient than consumer publishers Organic growth above consumer publishing Professional publishing : Free press due to break-even in 2009 / 10E Advertising upside from new titles and free press Launch cost decreasing - Saturation of the add-on segment Free press launched in November 2006, gaining momentum - New entrants in il sole 24 ore niches “ Young ” titles (mostly launched in 2006–07) - Magazines / free press Product innovation (inserts) Cost cutting plan Circulation and readership weakness Full colour impact Increasing competition from smaller players ( Italia Oggi ) + High “ professional ” readership Advertising re-positioning Weakening advertising from financial services segment + Higher than peers’ subscription revenues Cover price gap to “ generalists ” - Newspaper Consumer and financial publishing: Potential risks Visibility issues (+ / -) Growth drivers Division
26. SECTION 5 Valuation NEITHER THIS DOCUMENT NOR ANY PART OR COPY OF THIS DOCUMENT MAY BE DISTRIBUTED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OR IN CANADA, JAPAN OR AUSTRALIA
27.
28.
29. EV Multiples – SOTP Outcome is equity value at €751–729 million (pre-money) Source: UBS estimates SOTP based on mkt EV multiples Notes: 1 Radio is valued on the back of frequencies cost 2 Mostly represented by the stakes in Borsa Italiana and Ecoprensa 729 751 Equity (pre-money) 19 19 Peripheral assets 2 40 40 Net cash (debt) as of December 2008E 669 692 11.3x 59.3 9.5x 72.9 Total group EV ( 164 ) ( 86 ) 11.3x ( 14.5 ) 9.5x ( 9.1 ) Corporate costs 833 778 11.3x 73.7 9.5x 81.9 Total divisions % of group 1 4 7.0 0.1 5.0x 0.8 Multimedia 75 67 nm 0.0 nm 0.7 Radio 1 833 774 11.3x 73.6 9.6x 80.4 Total core divisions 509 447 12.0x 42.5 10.4x 42.8 Professional publishing 323 327 10.4x 31.1 8.7x 37.6 Consumer & financial publishing EV (driven by EV / EBITA) EV (driven by EV / EBITDA) Multiple EBITA Multiple EBITDA ( €m )
30. P / E and DCF P / E suggests equity value of €687 million , DCF €737–782 million (pre-money) Source: UBS estimates Equity value driven by peers’ P / E Source: UBS estimates DCF —k ey assumptions and outcomes (€m) Notes: 1 Equal to 2007E P / E divided by 2006–09E adj. EPS CAGR. Target P / E and PEG are weighted on the basis of contribution to growth Notes: 1 Mostly represented by the stakes in Borsa Italiana and in Ecoprensa 1.7x 1.7x 1.5x 2.7x PEG 1 € 687m 28.5x 17% € 24.1m 16.4x 16.5x 16.7x P / E (UBS adj.) Equity 200 7E multiples EPS CAGR (2007–10E) Adj. net profit (2007E) (15 consumer/ 85 prof.) 2007E 2007E II Sole 24 ORE Weighted Professional publ. Consumer publ. 782 770 755 737 Equity value (pre-money) 19 19 19 19 Peripheral assets 1 40 40 40 40 Net cash (Dec. 2008E) 722 711 696 677 Entity value 8.8x 8.6x 8.4x 8.2x Implied exit multiple (EV / EBITDA) 488 477 463 445 Terminal value 235 234 233 232 PV of CF 2009–15E 8.08% 8.17% 8.29% 8.45% WACC 15% 10% 5% 0% Net debt / EV