SBB / Telemach Group 175,000,000 PIK Loan June 2014 0 Strictly - - PowerPoint PPT Presentation

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SBB / Telemach Group 175,000,000 PIK Loan June 2014 0 Strictly - - PowerPoint PPT Presentation

Strictly confidential intended for the recipient only Strictly confidential intended for the recipient only SBB / Telemach Group 175,000,000 PIK Loan June 2014 0 Strictly confidential intended for the recipient only Important


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SBB / Telemach Group

€175,000,000 PIK Loan

June 2014

Strictly confidential – intended for the recipient only

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Important information and disclaimer

BY ACCEPTING THIS DOCUMENT, THE RECIPIENT AGREES TO USE ANY SUCH INFORMATION IN ACCORDANCE WITH THE FOLLOWING RESTRICTION AS WELL AS ITS COMPLIANCE POLICIES, CONTRACTUAL OBLIGATIONS AND APPLICABLE LAW. This presentation has been prepared solely for information purposes. For the purposes of this notice, ‘presentation’ shall mean and include this document, any oral presentation

  • f this document by any person, hard copies of this document and any materials distributed at or in connection with this document and/or the presentation.

This presentation and the information contained in the presentation is limited in nature and is not, and should not be relied on as, a promise or representation as to future results

  • r events or the outcome of the transactions contemplated. Recipients should conduct their own independent investigation and assessment as to the information contained in the

presentation and the economic, financial, regulatory, legal, taxation and accounting implications of the transactions contemplated. The information contained in this presentation has not been independently verified by any person, including by Credit Suisse AG, London Branch or any of its affiliates (CS) or KKR Capital Markets Limited or any of its affiliates (KCM). No representation or warranty express or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or forward-looking statements, forecasts, projections, opinions and estimates contained herein, and nothing in this presentation is, or shall be relied upon as, a promise or representation for any purpose by any person, including CS, KCM, Kohlberg Kravis Roberts (KKR), Slovenia Broadband S.à r.l., Adria TopCo B.V. (together with Adria MidCo B.V. and Adria BidCo B.V. and their subsidiaries, ADRIA), any of their respective affiliates, advisors or representatives or any other person. CS and KCM shall not have, to the extent permitted by law, any liability for the information contained herein or any omissions therefrom or for any reliance that any party may seek to place upon such information. Recipients should not construe the contents of this presentation as legal, business or tax advice and should consult with their

  • wn attorney, business, tax and other advisors as to legal, regulatory, business, economic, tax and related matters related hereto.

This presentation contains forward-looking statements, forecasts, projections, opinions and estimates. The information, forward-looking statements, forecasts, projections,

  • pinions and estimates offered herein are, in each case: (i) subject to change without notice (as are statements about market trends) and speak only as of the date they were

developed or the date specified herein, reflect current expectations and/or beliefs concerning future events, are based on assumptions and assessments made by ADRIA’S management in good faith and believed by management to be reasonable in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate; (ii) based on assumptions, all of which are difficult to predict and many of which are beyond the control of ADRIA and are also subject to change; (iii) subject to known and unknown risks, uncertainties and other factors, which may result in substantial divergence between the actual results, financial situation, development or performance of the ADRIA group and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements, forecasts, projections, opinions and estimates. In addition, any calculations used to generate the estimates were not prepared with a view towards public disclosure or compliance with any published guidelines. None of CS, KCM, KKR, or, ADRIA, nor any other person assumes any responsibility to update or correct forward-looking statements, forecasts, projections, opinions and estimates or to adapt them to future events or developments or for any other reason. This presentation contains financial information regarding the business and assets of ADRIA and its consolidated subsidiaries. Such financial information may not have been audited, reviewed or verified by any independent accounting firm and the financial information as presented herein may not be comparable to other similarly titled measures used by other companies. The inclusion of such financial information in this document or any related presentation should not be regarded as a representation or warranty by ADRIA, CS, KCM, KKR or any other person as to the accuracy or completeness of such information’s portrayal of the financial condition or results of operations by ADRIA and its subsidiaries. This presentation and its contents are confidential are not for public-distribution and are solely for your information on a confidential basis and may not be copied, reproduced, distributed, passed on or disclosed , in whole or in part, by any medium or in any form to any other person. If you have received this presentation in effort please note that these materials are confidential and return them to ADRIA immediately. This presentation does not constitute a commitment by any person to underwrite, subscribe for or place any securities or other debt financing, to extend or arrange any credit or to provide any other services.

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Transaction overview

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Transaction overview

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  • SBB / Telemach (“SBB”) is the leading distributor of cable and satellite pay-TV, broadband internet, fixed-line

telephony and supplementary value adding services in Slovenia, Serbia and Bosnia and Herzegovina − LTM March 2014 revenue of €251m and March 2014 L2QA Adjusted EBITDA of €122m

  • In the fall of last year, KKR agreed to acquire SBB from Mid-Europa Partners for a total consideration of €1bn

(implied valuation of 9.5x) − Acquisition was backed by a €475m Senior Secured Notes offering, representing a 55% equity contribution

  • SBB is seeking to raise €175m of PIK Loans out of Adria TopCo B.V. (outside of existing bond restricted group) to

fund a return of capital to shareholders − Over €410m of equity still remains in the business; representing 70% of initial equity invested − Pro forma for the Transaction, Adria TopCo B.V. will have consolidated net leverage of 5.43x based on March 2014 L2QA Adjusted EBITDA

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Estimated Sources and Uses

4 Sources €m Uses €m PIK Loan 175 Return of capital to shareholders 171 Estimated transaction costs 4 Total Sources 175 Total Uses 175 Estimated Sources and Uses Estimated PF Capitalisation Mar'14 Adj. PF Capitalisation in €m Amount

  • xAdj. L2QA

EBITDA Amount

  • xAdj. L2QA

EBITDA Maturity Margin Reference EBITDA 122 122 Cash and Cash Equivalents (19.7) (0.16x) — (19.7) (0.16x) Capital Lease 7.3 0.06x — 7.3 0.06x SSRCF (€60m) 25.1 0.21x — 25.1 0.21x 2019 E + 4.25% Senior Secured Notes due 2020 475.0 3.89x — 475.0 3.89x 2020 7.875% Net cash pay leverage 487.7 4.00x 487.7 4.00x New TopCo PIK Loan — — 175.0 175.0 1.43x 2019 [•]% Net leverage 487.7 4.00x 662.7 5.43x

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Summary termsheet

5 SBB / Telemach – HoldCo TopCo B.V.

Borrower Adria TopCo B.V. Issue ranking Senior PIK Loans Security Pledge over the shares of Adria MidCo B.V. Guarantees None Principal amount €175m Interest [•]%; PIK payable semi-annually, pay-if-you-want (75bps discount if paid in cash) Maturity 5 years Currency EUR Call protection NC1 / 102 / 101 Issue rating Unrated Ranking Structurally subordinated to the Existing Senior Secured Notes, Senior in respect of indebtedness of the Borrower Covenants Based on Existing Senior Secured Notes but with customary limitations for PIK instruments Transferability Freely transferable subject to minimum €1m transfers and €2m per lender Change of control Lenders put at 101 (100 if borrower does not own 100% of Adria Midco) Governing Law English Law / New York Law covenants

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Pro Forma organisational structure

€475m Existing SSN Adria Midco B.V. Adria Bidco B.V. (“The issuer”) Adria Bidco d.o.o. Beograd Adria Media B.V. (Netherlands) Telemach Slovenia (Slovenia) BBB S.á.r.l. (Luxembourg) Adria Serbia Holdco B.V. (Netherlands) Telemach Bosnia (Bosnia) Adria Cable BV (Netherlands) SBB Serbia (Serbia) €60 RCF KKR, mgmt and co-investors Telemach Tabor d.d. (Slovenia) Restricted group

= Guarantors of SSNs

Slovenia Broadband S.á.r.l. (Luxembourg) Other non-Guarantor subsidiaries Other non-Guarantor subsidiaries Other non-Guarantor subsidiaries Other non-Guarantor subsidiaries Other non-Guarantor subsidiaries Telemach Rotovž d.d. (Slovenia) €175m New PIK Loan Adria TopCo B.V. (the “Borrower”)

Share pledge

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SBB / Telemach Group

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The Group is the leading provider of cable and satellite pay-TV Services in Slovenia, Serbia and Bosnia with access to 20m population

8

Source: Company data Note: Revenue split different versus HY reporting. DTH revenues are split by geographies above. HY report includes DTH revenues under SBB Serbia Group. (1) Represents revenue for Telemach Slovenia Group, including DTH pay-TV services in Slovenia. (2) Revenue for SBB Serbia Group, including DTH pay-TV services for Serbia only. (3) Represents revenue for Telemach BH Group, including DTH pay-TV services in Bosnia and Herzegovina. (4) Company estimate. (5) Leading broadband Internet provider within footprint and second position in overall broadband internet market following the respective incumbent with national footprint. (6) Cable RGUs in markets consist of pay-TV, broadband internet and telephony RGUs. (7) DTH RGUs in Slovenia includes RGUs for DTH International which is in charge of distributing PINK channels in Western Europe.

Slovenia

The Group

Pay-TV Broadband (within footprint) Telephony Positioning (by revenue)

(6)

Entities / brands 2013 revenue Country EU membership / Currency RGUs (Mar ’14) Cable DTH Cable RGU/sub OTT Croatia Montenegro United Media Group Macedonia Serbia Bosnia 445k 33k 2.31x Member € Candidate € Member HRK Candidate MKD

(7)

NR €

  • (5)

(5) (5)

  • (4)

N/A BAM Candidate RSD 767k 188k 1.54x 2k 96k 202k 1.73x

  • 46k
  • 29k
  • 15k
  • 45%

30% 10%

(1) (2) (3) (4)

Worldwide NR € / Hard currencies

  • 62k

2% 1% 0.4% 1% 10%

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The group’s cable footprint covers affluent regions in Slovenia, Serbia and Bosnia

9 Bosnia

Note: Income distribution data for 2011YE for Serbia, latest available for 2008YE for BH and management best estimates for Slovenia; HP distribution data as of Mar’14.

Low Medium-low Medium-high High

Slovenia

Medium-low Medium-high High Homes passed: 298k Network concentrated in affluent regions Unique cable subs: 186k(1) No cable overbuilds, limited overlap with FTTH (average monthly income) (average monthly income)

Serbia

Low Medium-low Medium-high High Homes passed: 191k Network concentrated in high-income capital city

  • f Sarajevo; rest of footprint primarily in Mostar,

Zenica and Visoko

Unique cable subs: 116k(1) Limited overbuild in footprint (mainly in Sarajevo) Homes passed: 853k Network concentrated in affluent regions Unique cable subs: 498k(1) Limited overbuild in footprint (mainly in Belgrade) (average monthly income)

Network coverage

Ljubljana Štajerska Zenica Mostar Sarajevo Visoco Niš Kragujevac Belgrade Novi Sad

Source: Company data. Note: KPI data as of March 31st, 2014. (1) Unique cable subs represent the number of persons who subscribe for one or more of our services without regard to how many services the end user is subscribed.

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Strong track record of delivering successful innovative products

10

Launched DTH services in BH, Slovenia and Montenegro Launched Digital TV in Serbia 1st in the market to launch DVR in Serbia and VoD services in Serbia and Slovenia Expanded DTH services to Macedonia and launched international DTH services Launched DTH services in Serbia Launched Web / Mobile TV (D3GO), fixed Telephony services in Serbia and BH and MVNO in Slovenia

Revenue Generating Units (RGUs)

2006 2009 2010 2011 2012 2013 2008 2007

Launched DTH services in Croatia Acquired NetTV Plus (worldwide OTT business), targeting former Yugoslav emigrants in Western Europe, North America and Australia Launched Wi-Fi hotspot service in Belgrade for SBB Internet subs

1.9m RGUs

Launched DVR in Slovenia Launched D3i (OTT) offer outside

  • wn cable footprint

2014

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2007 2008 2009 2010 2011 2012 2013 2014

Source: Company data. (1) Total TV DTH services in Serbia were launched in 2006 as a greenfield operation. (2) 75% stake. (3) Acquisition pending approval from competition authorities.

BH

Content Company

(2)

Greenfield projects

Content acquisition Strategic alliances

Content strategy Cable acquisitions

(1)

Slovenia

BH

PINK INTERNATIONAL COMPANY

Developed through strong organic growth, M&A, greenfield projects and strategic alliances with leading media players

11

Launched fixed

Telephony in BH

Launched fixed

Telephony in Serbia

(3)

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Key credit highlights

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SBB / Telemach Group: Key credit highlights

13

Well diversified revenue streams

2

Recognized content leader benefitting from content ownership and strategic partnerships

3

Track-record of delivering top-line growth while generating stable cash flow

6

Fully invested, advanced network with a broad reach across the region

5

Experienced management team with a proven track-record and significant investment in the business

8

Low penetration offering significant growth opportunity

7

Low churn rates evidence loyal and satisfied customer base

4

Leading multi-play provider in the former Yugoslav region

1

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Total

Leading multi-play provider in the former Yugoslav region

14 Business highlights

Unique and scaled regional platform Leader in Pay-TV and broadband with growing presence in telephony Pioneer in product innovation Strong platform for market consolidation

Source: Company data; RGU data as of 31 Mar 2014. (1) #2 in each respective ethnic region, behind respective incumbent.

Homes passed

Others

Positioning as of Mar 2014

Internet Footprint Overall Telephony Total RGUs 1,928k Pay-TV / video Cable DTH

  • 298k

853k 191k 1,342k

1

  • Other

Global markets ~1% penetration of expat population OTT with highly attractive ethnic

  • ffer

(1) (1)

Slovenia Serbia Bosnia Montenegro Macedonia Croatia

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Leading multi-play provider in the former Yugoslav region

15 Bosnia Montenegro / Croatia / Macedonia

Worldwide Residential

  • (Digital

CATV)

  • OTT
  • Planned launch

in 2014

B2B Slovenia Serbia (Analog CATV)

Focus on bundled packages

1

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= Voice services

Well diversified revenue streams

16

2

Geographic diversification as of 2013 Service diversification as of 2013

56% 30% 10% 4%

= Serbia = Slovenia = Bosnia = Other businesses(1) 45% 10% 30% 15% = Content = DTH = Data services = Cable-TV = Carriage fees and other

Note: Revenue split by geography. DTH revenues from Serbia, Slovenia and Bosnia included in respective countries’. Other DTH

  • perations included in Other businesses.

(1) Includes United Media and NetTV revenues, as well as DTH revenues from Macedonia, Montenegro and Croatia.

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Recognized content leader benefitting from content ownership and strategic partnerships

Sports International Local / Regional

Content leadership secured

through content ownership and strategic partnerships

Unique access to popular

international content

‘Partner of choice’ in the region

for content providers

Attractive content prices locked-in with long-term contracts, supported by pan-regional leadership position Ability to provide a differentiated Pay-TV offering and compete on quality

Source: Company data.

3

Affiliate

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Strong and long-term content differentiation enabled through ‘partner

  • f choice’ status in the region

18

Source: Company data.

3

Premier League 2011 2012 2013 2014 2015 2016 2017 May Oct ‘10 Spanish League May Aug Moto GP Dec Jan European PGA Tour Dec Jan Historic ownership Since 2010 US PGA Golf Dec Jan NBA June Jul Since 2007 Euroleague Basketball May Jun Since 2006 Formula 1 Dec Jan Since 2011 Portuguese League May May Since 2009 Copa del Rey finals Sep Oct Since 2009 ATP Jan Since 2007 WTA Dec Jan Since 2007 Dec Russian League Mar Since 2006 First contract Since 2010 Since channel inception Since channel inception Season Aug - May Aug - May Mar - Sept Nov - June Oct - May Jan - Nov Aug - May May Aug - May Oct - Nov Apr - Nov Oct - Dec Oct - Dec

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4.4% 4.9% 10.3% 7.3% 16.3% 19.0% 20.0% RS SI BH Telenet Com Hem Numericable Ono

Low churn rates evidence the Group’s loyal customer base

19

Source: Company data. (1) Respective company filings.

Attractive and unique content Top quality network Relatively low overbuild Strong customer service Continuous innovation (e.g. VoD, DVR, OTT, etc.) resulting in high level of customer satisfaction

Serbia Slovenia Bosnia

In % of average annual subscribers

Loyal customer base is a key to the group’s cash generative growth

4

Churn rate (FY 2013) Low churn supported by…

Churn mainly driven by:

− Customers moving outside of current geography − Termination of contract due to customers’ inability to pay

SBB’s churn rates are well below rates achieved by

comparable Western European peers

Peers (1) SBB / Telemach

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243 731 184 298 853 191 Slovenia Serbia Bosnia Herzegovina Q1 2013 Q1 2014 392 20

Fully invested and advanced network with a broad reach across the region…

Source: Company data. (1) As of March 2013.

(’000 HPs)

99% 95% 82% Internet enabled (%)(1) Advanced network in Slovenia, Serbia and Bosnia…

DOCSIS 3.0

enabled

Top class HP’s

per node ratio, compares favorably to CEE benchmarks

Bosnia Serbia Slovenia Romania Hungary Croatia Austria Budapest Vienna Nis Belgrade Timisoara Bucharest Zagreb Ljubljana Maribor Sarajevo Mostar Zenica Banja Luka Mediterranean Sea

… with pan-regional connectivity and gateway to rest of Europe 422 514 HPs / Node(1)

5

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120 20 60 50 100 50 25 15 100 20 21

…and capability to provide the highest speeds in its markets

Source: SBB, Telemach. (1) Telekom Slovenije, T2, and Zanesljivo Amis can match SBB’s top speed of 100Mbps, but only on FTTH & VDSL ( 25% of subscriber base). (2) 100Mbps for Cable, 120Mbps for FTTH (limited coverage). (3) Telekom Srbija can match SBB’s top speed of 100Mbps, but only on FTTH & VDSL (only 5% homes in SBB footprint). (4) bhT offers up to 50Mbps on VDSL, however the service was only launched in March ‘13 and has a limited number of subscribers.

Serbia Slovenia Bosnia

Alternative Incumbent

(4)

Incumbent

(3)

Incumbent Alternative

(2) (1) (1) (1)

Speeds represent max. downstream bandwidth in Mbps, June ’14

Sustainable speed advantage leveraging capex efficient DOCSIS3.0 technology with further speed increase

potential up to 360Mbps

5

Speeds represent max. downstream bandwidth in Mbps, June ’14 Speeds represent max. downstream bandwidth in Mbps, June ’14

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61.3 70.2 2012 PF 2013A Cash flows from operations 173 191 243 2011 PF 2012 PF 2013A Revenue 22

Track record of delivering top line growth while generating stable cash flow

Healthy top line growth

In € m

Note: BAM pegged to EUR at a rate of 1.9558. (1) Represents cable-based services revenue of the Company for the period divided by the average unique cable subscribers from the beginning to the end of the period. (2) Amounts shown in EUR are converted from RSD at a rate equal to RSD 101.950 per €1.00, which was the average rate during FY 2011 period. (3) Refers to revenue-generating users. (4) Amounts shown in EUR are converted from RSD at a rate equal to RSD 113.128 per €1.00, which was the average rate during FY 2012 period. (5) Unaudited pro forma financial information for 2011 derived from the addition of the results of SBB Serbia, Telemach Slovenia, Telemach BH and other operating entities and making certain consolidation adjustments, incl. excluding intercompany revenues (these amounts are not comparable to the data for 2012PF). (6) Aggregated pro forma for illustration purposes only. (7) Net cash flows from operating activities as per IFRS: net of change in working capital, tax and interest, but before capex.

1,078 1,147 1,331

6

Robust growth of RGU(3) across group

In thousands of RGU units

Robust growth of cable-based revenue per average unique subscriber across group(1)

(2) (5) (4)

15.2 15.4 17.0 2011 PF 2012 PF 2013A 1,399 1,579 1,886 2011 PF 2012 PF 2013A

16.1% 5.8%

In €

14.5%

Strong operating cash flow generation

Homes passed

(2) (4) (4) (6) (7)

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Pan-regional operations across former Yugoslavia Pay-TV penetration (2013) BB penetration (2013)

Low penetration rates offer significant cross-sell and up- sell potential and growth opportunity

40% 51% 58% 63% 65% 73% Bosnia Croatia Macedonia Serbia SIovenia

Source: EIU, CIA World Fact Book, IMF, relevant national statistics offices, www.citypopulation.de, Screendigest, Informa, RATEL, RAK, IP RTL, Company data. (1) Based on management estimates. (2) Median Pay-TV penetration based on selected CEE and Western European Pay-TV market penetration. (3) Data for 2012.

42% 45% 62% 64% 69% 81% France Serbia Bosnia Slovenia

7

Slovenia Serbia Croatia Bosnia MontenegroMacedonia

(2)

Belgium Netherlands

(1)

Median Pay-TV penetration

(3)

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1.5x 1.7x 1.7x 1.8x 1.9x 1.9x 2.2x 2.3x 2.5x 2.6x 2.8x Average (ex. Group operations): 2.2x

Low penetration rates offering significant cross-sell and up-sell potential and growth opportunity

Source: Derived from public reports. Companies shown might report RGUs differently from us.

Service penetration versus comparables companies With the start of liberalisation of telephony markets in Serbia and Bosnia there is significant upside for RGU/sub ratio Telephony services launched in BH in Q3 ’11 and in Serbia in H2 ’12 Opportunity for cross-selling multi-play offers to c.35% 1-Play subscribers in Slovenia (a good 3-play market) MVNO launched in Slovenia in May 2012 to provide additional boost (4-Play) Upgrading existing customers to more premium products

(# of RGU/sub, Mar 2014)

Romania Slovakia Bosnia Poland Slovenia Poland Serbia Belgium Netherlands Portugal UK

7

24

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Experienced management team with a proven track-record and significant investment in the business

25

Marko Šter Vladislav Ratajac Group Vice President – Corporate Development Joined in 2011 Željko Batistić Victoriya Boklag Group Vice President – Sales and Marketing Since inception Dragan Šolak Group Executive Chairman and Founder Violeta Vasiljević Group Vice President – Operations Since inception Chief Executive Officer, Telemach BH Joined 1st May 2012 Satellite Platform Director Joined in 2010 Srđan Radić Dragica Pilipović Chief Executive Officer, Telemach Slovenia Since inception Chief Executive Officer, SBB Joined in 2009

8

Andreas Melbaum Interim Group Vice President – Finance Joined in 2014

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Historical financials

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Strictly confidential – intended for the recipient only United Media and other entities(4)

Group historical revenues – strong double-digit growth

Revenues 109.8 116.6 135.3 56.9 64.3 74.3 7.5 13.5 19.1 7.3 10.0 39.3 (8.0) (13.0) (25.0) 2011 PF 2012 PF 2013A

10.4%

December YE, (€m)

173.5 191.5 243.0 Comments Growth in group revenues driven by:

− Increase in RGUs and ARPUs − Disciplined and accretive acquisitions

Growth factors:

− Organic growth of subscriber base − Increase in service penetration − Increase in multi-play subscribers in Telemach Slovenia and SBB Serbia

Accretive strategic acquisitions:

− Telemach Slovenia: Elektro Turnsek and KabelTV − Telemach Bosnia: Number of small local cable acquisitions

Subscriber migration to higher priced TV

services

SBB Serbia Telemach Slovenia Telemach Bosnia

27

26.9%

Note: BAM pegged to EUR at a rate of 1.9558. (1) Unaudited pro forma financial information for 2011 derived from the addition of the results of SBB Serbia, Telemach Slovenia, Telemach BH and other operating entities and making certain consolidation adjustments, incl. excluding intercompany revenues (these amounts are not comparable to the data for 2012PF). (2) Amounts shown in EUR are converted from RSD at a rate equal to RSD 101.950 per €1.00, which was the average rate during FY 2011 period. (3) Amounts shown in EUR are converted from RSD at a rate equal to RSD 113.128 per €1.00, which was the average rate during FY 2012 period. (4) Includes United Media Group, AoK, KDS, NetTV, JetTV, Beogrid and Slovenia BB. 2013 HY report includes the smaller Serbian operations under SBB Serbia Group.

(1) (2) (3) Group revenues growth Intercompany eliminations (2)

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48.3 48.9 51.8 28.5 33.4 36.2 2.3 5.5 8.2 3.6 8.9 5.0 2011 PF 2012 PF 2013A

United Media Group Telemach Slovenia

28

Group historical EBITDA – Solid and increasing margins

December YE, (€m)

110.0 91.4

SBB Serbia Telemach Bosnia Group EBITDA growth

Adjusted EBITDA Comments Strong growth in EBITDA in 2013, driven by

revenue growth and acquisitions

Margins remain robust at above 45% Recent acquisitions of KabelTV(4) and Elektro

Turnsek(4) contributing strongly to EBITDA within few months since becoming part of the group − Synergies realized from successful integration of acquired businesses

47.7%

EBITDA Margin

20.4%

Note: BAM pegged to EUR at a rate of 1.9558. Note: EBITDA based on management accounts. (1) Amounts shown in EUR are converted from RSD at a rate equal to RSD 101.950 per €1.00, which was the average rate during FY 2011 period. (2) Amounts shown in EUR are converted from RSD at a rate equal to RSD 113.128 per €1.00, which was the average rate during FY 2012 period. (3) Adjusted for transaction costs, non-cash charges, withholding tax, management fees, donations, administrative taxes and rebranding costs. 2013A EBITDA as per IFRS was €109.1m. (4) KabelTV acquired on 1 Mar 2013, Elektro Turnsek acquired on 1 Jun 2013.

Other

45.3%

79.1

15.6% 45.6% 2012 PF 2011 PF 2013A

(1) (2) (3)

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55.0% 45.0% €, pegged to € or other hard currencies RSD 29

Source: Management accounts, DataStream, National Bank of Serbia, EIU. (1) SBB monthly analog CATV ARPU in RSD. (2) €/RSD exchange rate quarterly average sourced from DataStream. (3) Inflation measured using the CPI index quarterly average sourced from EIU. (4) Other hard currencies include USD/AUD/CAD/SEK/NOK etc.

Revenue split by currency

Proven record of FX depreciation pass-through

FY 2013

Evolution of CPI, FX and SBB prices

80 90 100 110 120 130 140 150 160 170 180 Q4'08 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 Q4'10 Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Q3'12 Q4'12 Q1'13 Q2'13 Q3'13 Q4'13 Q1'14

SBB prices €/RSD CPI

(1) (2) (3)

Indexed to 100

Since Q4’08

+68% +46% +50%

Consumer Price Index (“CPI”) in Serbia has tracked the depreciation of RSD against €, indicating a consistent history

  • f “pass through” of the impact of RSD depreciation to the consumers

Serbian consumers evaluate prices in €, habit reflective of long-term Deutsche Mark indexation during 90s SBB’s pricing reflects the “pass through” principle

(4)

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Group historical capex

20.7 27.5 43.4 15.6 15.3 16.4 4.0 7.7 8.2 13.3 2011 PF 2012 PF 2013A 50.5 81.3 Capex

December YE, (€m)

Comments Approximately 50% of total capex relates to

acquisition of new customers and cross-selling

  • f multi-play packages

Other areas of investment include:

− Build-out of coaxial cable networks − Fiber network including node segmentation − Enhancing capacity of the EuroDOCSIS 3.0 to enable increasing broadband speeds

Significant increase in Serbia due to

investments in CPE equipment and network extension in line with subscriber growth

United Media Group invested in attractive

sports rights such as Premier League, NBA and Formula 1, which are expected to drive future revenues

2013 capex not representative of capital

intensity due to: − One off upgrade of SBB’s technical/data centre (c.€10m); and − Significant investment in CPE in Q4 2013 due to strong subscriber growth / digitalization

SBB Serbia Telemach Slovenia Telemach Bosnia

26.4% 33.5%

30

Capex as % of revenue (1) (2)

Note: BAM pegged to EUR at a rate of 1.9558. (1) Amounts shown in EUR are converted from RSD at a rate equal to RSD 101.950 per €1.00, which was the average rate during FY 2011 period. (2) Amounts shown in EUR are converted from RSD at a rate equal to RSD 113.128 per €1.00, which was the average rate during FY 2012 period. (3) United Media Group, KDS, AoK, JetTV, Beogrid, NetTV.

Others(3)

23.2%

40.3

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31

Current trading

Strictly confidential – intended for the recipient only

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Current trading – KPI progression

32

725 799 806 801 363 387 400 406 55 59 65 354 403 424 432 111 153 168 181 26 20 29 44 1,579 1,817 1,886 1,929

FY2012 Q3 2013 Q4 2013 Q1 2014

Cable pay-TV DTH pay-TV IPTV Broadband Fixed Tel. Other services

RGUs

(in 000)

Comments

In Q1 2014 the Group continued

expansion of its footprint and RGUs − 11k new HPs − 43k net new RGUs

Decline in cable pay-TV RGUs in

Q1 due to reclassification of B2B pay-TV subscribers in Slovenia(1)

1,147 1,256 1,331 1,342 735 802 813 808(1)

Homes passed Unique cable subscribers

15.4 17.0 17.0 16.8 17.3 FY2012 FY2013 Q3 2013 Q4 2013 Q1 2014

Group

Blended cable ARPU

(€)

Positive trend in blended cable

ARPU driven by increased penetration of services and upselling customers to premium packages

On 1 March 2014 SBB increased

prices for analog CATV by RSD100 (~€0.7 per month, post VAT)

(1) Due to reallocation of 7k B2B Pay-TV subscribers in Slovenia.

(1)

Preliminary Preliminary

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12.2 22.3 Q1 2013A Q1 2014A 26.7 32.2 Q1 2013A Q1 2014A

Group

Current trading – Financial review

33

Growth

57.8 65.9 Q1 2013A Q1 2014A Revenue

(€m)

Comments

14.1%

Strong top line performance with revenues up

14% in Q1 2014 vs. Q1 2013, due to increase in customer base and ARPU and acquisitions

Adjusted EBITDA

(€m)

Capex

(€m)

20.9%

EBITDA up 21% in Q1 2014 vs. Q1 2013, due

to tighter cost discipline and continued integration of companies acquired during 2013

Higher than normal capex as the Group

continued investments in network extension and modernisation, as well as content

Significant front-loading of full year 2014 capex

to Q1 2014

About to launch new channel (N1), with

capitalised set-up costs leading to increased capex in the period (c. €1.8m)

Cash conversion(1)

(1) Cash conversion is defined as (Adj. EBITDA-Capex) / Adj. EBITDA.

54.3% 30.8% 46.2% 48.9%

EBITDA margin

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4.25x 4.00x @ Acquisition (Nov '13) Q1 2014A

Current trading – Deleveraging progression

34 112.5 122.0 Q4 2013A Q1 2014A L2QA EBITDA

(€m)

Comments

8.4%

Significant increase in L2QA EBITDA between

Q4 2013 and Q1 2014

Net leverage (Net debt / L2QA EBITDA)

(x)

(5.9%)

A quarter turn of deleveraging at Q1 2014 vs.

  • pening net leverage at the time of the

acquisition by KKR and Management of SBB / Telemach

(1) Leverage at time of acquisition of KKR, Management and co-investors. Leverage as disclosed in the Senior Secured Notes Offering Memorandum.

(1)

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35

Concluding remarks

Strictly confidential – intended for the recipient only

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SBB / Telemach Group: Key credit highlights

36

Well diversified revenue streams

2

Recognized content leader benefitting from content ownership and strategic partnerships

3

Track-record of delivering top-line growth while generating stable cash flow

6

Fully invested, advanced network with a broad reach across the region

5

Experienced management team with a proven track-record and significant investment in the business

8

Low penetration offering significant growth opportunity

7

Low churn rates evidence loyal and satisfied customer base

4

Leading multi-play provider in the former Yugoslav region

1

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37

Thank you

Strictly confidential – intended for the recipient only