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					Sphere Partners Limited
              Client Case Studies




     1
Contents

  1.   Background
  2.   Examples




                  Sphere Partners Ltd 50 Albemarle St Mayfair London W1S 4BD Telephone +44 (0)20 7916 7387 Fax +44 (0)20 7099 4711
                                                               www.spherepartners.com




                                                                         2
Background
 Sphere Partners Limited - Our Group

 Introduction

•Founded in 2002 to give independent, unbiased advice and support in the areas of strategic advisory and corporate finance
•Senior personnel, delivering full project management skills with well over 50 years experience around the team, having
undertaken countless fund-raising for companies from around the globe
•Independent advisors (i.e. not linked to any broker, Nomad or Investment Bank)
•Corporate finance services include:
         –Capital Markets
                Capital-raising
                IPOs / floatations
                Debt advisory
                Demergers
                Stock market positioning
                Corporate governance
         –M&A
                   Acquisitions (including leveraged buyouts, MBOs, MBIs and secondary buy-outs)
                   Disposals
                   Public offers (including public-to-privates) and mergers
                   Bid defenses
                   Alliances and joint-ventures
                   Strategic advice
         –Corporate and Strategic Advisory
         –Post Float Support


  www.spherepartners.com

                                                                 4
 Sphere Partners Limited - Our Group

 Strategy

•Sphere Partners is a leading advisory group with clients that include management teams, corporates and family businesses. We
are active across a number of sectors with our key focus being the Asian entrepreneur in the UK and cross border transactions
with Asia (Indian sub-continent and the Far East) and the Middle East.
•Sphere Partners has identified a niche in the marketplace. The transactions we undertake are typically „small‟ for the larger
investment banks and too complex / broad for the smaller corporate finance boutiques and as such our aim is to provide clients
with the level of experience, product knowledge, financial engineering, market skills and commercial awareness - services
normally made only available to much larger companies
•In our view, we add value to our clients by „thinking out of the box.‟ We are not driven by the need to do a deal which changes
the essence of evaluating opportunities that arise and allows us to consider each opportunity on its merits. In short, we support
our clients by sitting on their side of their table.
•Sphere Partners has well established links globally and is well placed to deal with the increasing flow of cross border
transactions. We have experienced multi-national professionals undertaking transactions in the UK, France, Asia and Middle East
and handling Asian and Middle Eastern cross border transactions out of our offices in London. We also have joint venture
agreements in place with advisory firms in India and France.
•We operate in both the Private and Public marketplace, covering a range of sectors that include: TMT (Technology, Media and
Telecom), Retail, Healthcare, Leisure & Travel, Property, Energy and Industrials.




  www.spherepartners.com

                                                                  5
Sphere Partners Limited - Our Group

Some of our team…

        Name
                                                                                                                               Years Exp.

                         •Principal of Sphere Partners Limited.
                         •Investment Banker and Head Of Technology Capital Markets at Lehman, Head of Equity Syndicate at JP
    Nish Kotecha                                                                                                                16 years
                         Morgan and BZW.


                         •COO of Deutsche Bank‟s European Corporate Finance business
                         •Director of Strategy at Daiwa
    Shahid Naqvi         •Manager at KPMG in London and New York                                                                16 years
                         •Qualified CFA


                         •Head of CSFB Private Equity (W. Europe); Head of BZW Debt and Equity Capital Markets
                          and previously Morgan Stanley.
     Amir Eilon          •Non Executive Director and advisor to easyJet.                                                        25 years
                         •Non Executive Director of Flamingo (representing VC).


                         •Fund manager and Senior Corporate Financier with Lazard, HSBC, BZW and Nat West.
  Stewart Millman        •Chairman of AIM Listed PAT Systems.                                                                   32 years


                         •Corporate Finance and Strategic Actions at EBRD; Private Banking & Wealth Management at
                          HSBC Global.
   Kiran Unadkat                                                                                                                 7 years
                         •Privately Managed Hedge Fund.



www.spherepartners.com

                                                                       6
Case Studies
      Sphere Partners Limited - New Look Case Study

      Background                                                                            The Role of Sphere Partners Ltd

£699 million (US$1,250 billion) Public to Private (P2P)                                Advised the Management Team, including executive directors Phil Wrigley
                                                                                       (Chief Executive Officer); Tom Singh (MD, Commercial); Carl McPhail (MD,
•Leading UK Retail Group
                                                                                       Marketing, Operations and International) and Alastair Miller (MD, Finance,
•One of the largest take private transactions in the UK market in 2004 (to date)       Property and Human Resources).
•Sponsors comprised of Apax, Permira, Tom Singh                                        24 / 7 confidential support, advice and guidance for the CEO through the
                                                                                       complex transaction.
•Over 9 months in development
                                                                                       Advising and supporting the founding shareholder.
•348p bid price represented the highest share price ever seen.
                                                                                       Analysed and developed the appropriate strategy
                                                                                       Supported the Management team throughout the entire lengthy process
Challenges:
                                                                                       including negotiations of their roles, remuneration, equity participation, etc
                                                                                       Independent viewpoint of all the „advice‟ given by many parties involved in the
Multiple groups: Company; Significant Shareholder; Public and Institutional            transaction.
Shareholders; Private Equity Sponsors; Debt Providers; Research Analyst
Community and the Media.
                                                                                       Phil Wrigley, CEO, New Look Group:
Perception of P2P transactions in the market.
                                                                                       “Nish Kotecha of Sphere Partners provided a critical support in the throughout
                                                                                       this long and complex transaction. Having a confidential Independent Advisor
                                                                                       with a strong track record and integrity can help you to maximise the success
                                                                                       rate of the strategy. I would recommend this approach to my peers.”


                                                                                       Nish Kotecha, Principle, Sphere Partners Ltd
                                                                                       “We are delighted to have been mandated in this landmark transaction and
                                                                                       more importantly to be given the opportunity to work with one of UK /
                                                                                       Europe‟s leading Retail Teams.”



       www.spherepartners.com

                                                                                   8
    Inspired Gaming Group - Company Profile
   One Year Share Price: INGG.L                                           Annual Report Key Financials:

                                                                                       2005A (£m)         2006E (£m)           2007E (£m)
                                                                      Revenues           162.70              177.80              185.40
                                                                      EBITDA             70.10               76.60                82.00
                                                                          EBIT           15.10               18.30                25.90
                                                                     Net Profit           0.83               10.80                13.60




   Key Company Statistics as of Close of Business on 01 st August 2006:

Year End:          September                                          Shares Issued:   63.94m
co-CEO:            Luke Alvarez and Norman Crowley                    Market Cap:      £117m
Website:           http://www.inspiredgaminggroup.com                 Dividend:        N/A
IPO Details:       02nd June 2006 on AIM                              P/E:             10.8x (2006E)
                   60m shares issued at 180p                          EV/EBITDA:       2.64x (2006E)
                   Raising £108m gross of fees                        EV/Sales:        1.14x (2006E)
Price Range:       183p – 187p                                        Shareholders:    J O Hambro Capital Mgmt 25.1%, Artemis Mgmt 12.1%
                                                                                       FMR Corp & Fidelity Ltd 10.0%, Goldman Sachs 5.3%


                                                                                         Source: LSE, Bigcharts.com, Company, Sphere Partners


     www.spherepartners.com

                                                               9
      Sphere Partners Limited – Inspired Gaming Group plc IPO

      Background                                                                           The Role of Sphere Partners:

Sphere Partners acted as the sole company adviser to Inspired Gaming                  •£ 115 million AIM IPO
Group’s £115m Accelerated IPO on AIM. The shares were listed on
                                                                                      •Sphere Partners was engaged to advise the group on structuring and advising
Friday 2nd June 2006.
                                                                                      the company on all aspects of the transaction and acted as the central project
Inspired Gaming Group raised £108m by way of a Placing to new investors               coordinator.
which was underwritten by Evolution Securities Limited. The Admission is
                                                                                      •Sphere Partners has been retained by Inspired Gaming Group as their
supported by £116m of senior debt facilities which are fully underwritten by
                                                                                      corporate finance adviser going forward.
GE Commercial Finance‟s leveraged lending business.
                                                                                      Luke Alvarez, Co-Chief Executive Officer, Inspired Gaming Group:
Inspired Gaming Group plc (ticker: INGG) is the leading provider of gaming
machines for the leisure and gaming markets. The group is also the leading            “Sphere Partners brought a great deal of expertise to a complex transaction,
player in the UK Server Based Gaming (SBG) market and provides SBG                    maintaining a high degree of professionalism throughout. This was an
software systems and SBG digital and networked terminals across six                   extremely innovative piece of corporate finance work The AIM listing, by
countries. The Group manages over 90,000 machines across the UK, of which             reducing debt and increasing cash and profit growth, will allow Inspired
some 34,000 are already on the SBG platform. The move to SBG allows                   Gaming Group to accelerate its leading market position and maximise the
machine operators to change games remotely, therefore increasing the revenues         significant growth opportunity in SBG both in the UK and abroad.”
and useful economic life of a machine by up to five years, as well as reducing
costs through lower overheads.
                                                                                      Nish Kotecha, Senior Partner Sphere Partners:
The Group is also the leading provider of Fixed Odds Betting Terminals, Itbox
Skill Gaming Terminals, and other SBG variants. The admission to AIM will             "The creation of Inspired Gaming Group is a significant milestone for Sphere
facilitate the roll out of the group‟s digital platform.                              Partners and our relationship with the acquired companies. Sphere Partners has
                                                                                      worked in partnership with the management team for over two years advising
                                                                                      on all aspects of their corporate finance strategy. We are also delighted with
Inspired Gaming Group is a new company created from the acquisitions of               our ongoing role as corporate finance adviser to IGG and look forward to
Inspired Broadcast Networks and Leisure Link and immediately floating                 supporting them during through their growth as a plc”
the combined group on AiM using the Accelerated IPO structure.


www.inspiredgaminggroup.com



       www.spherepartners.com

                                                                                 10
      Sphere Partners Limited – Inspired Gaming Group plc Acquisition

      Background                                                                              The Role of Sphere Partners:

Sphere Partners acts as sole Company adviser to Inspired Gaming Group                    •Modelling the earn out model for the RV management.
Plc’s acquisition of Red Vision.
                                                                                         •Sphere Partners was engaged to advise the group on structuring and advising
Inspired Gaming Group (IGG) completed the acquisition of Red Vision - a                  the company on all aspects of the transaction and acted as the central project
state of the art CGI (computer generated imagery) and visual effects production          coordinator.
company. As well as producing broadcast TV CGI work, for which it has won
                                                                                         •Sphere Partners has been retained by Inspired Gaming Group as their
BAFTAs for the last two years running, Red Vision is also IGG‟s partner in its
                                                                                         corporate finance adviser going forward.
market leading Virtual Sports content. The acquisition was completed
following IGG‟s admission and first day of trading on AIM on Friday 2nd June             Luke Alvarez, Co-Chief Executive Officer of Inspired Gaming Group:
and will enable IGG to extend the range of its virtual sports products into other
                                                                                         “Sphere Partners has been instrumental in working closely with our team to
broadcast media. Ticker symbol INGG.
                                                                                         develop an acceptable acquisition structure for all parties. Sphere Partners in
As detailed in the AIM Admission document published on 25th May 2006, the                depth knowledge of our business was the critical ingredient to successfully
consideration is £3.3 million plus an amount calculated by reference to an earn-         concluding this acquisition.”
out. The maximum consideration payable under the earn-out is £16.7 million.
Red Vision‟s virtual sports content, such as virtual horse and greyhound racing
                                                                                         David Mousley, Managing Director of Red Vision:
as well as football, is licensed by IGG to retail and online gaming operators as
well as digital TV broadcasters. Customers include Coral Eurobet, Ladbrokes,             "Sphere Partners core strength was their in depth knowledge of our business
William Hill and BSKYB (Virtual Horse Racing appears on Sky Vegas Live,                  and the opportunity of combining this with IGG would create a winning
Sky‟s live iTV entertainment and betting channel). The company is also a                 formula. It was a real pleasure to work with the Sphere team through this
leading producer of custom CGI work for TV production companies in the UK                transaction.”
and has won the BAFTA for Visual Effects for the last two years running.
Broadcast clients include the BBC, Channel 4, Granada, Wall to Wall, Tiger
Aspect, Talkback Freemantle, Darlow Smithson Productions and Discovery
Channel.
Inspired Gaming Group is a new company created from the acquisitions of
Inspired Broadcast Networks and Leisure Link and immediately floating
the combined group on AiM using the Accelerated IPO structure.
www.inspiredgaminggroup.com


       www.spherepartners.com

                                                                                    11
      Sphere Partners Limited – Ashok Leyland Case Study

      Background                                                                           The Role of Sphere Partners:

Eight out of ten metro state transport buses in India are from Ashok Leyland.         •US$ 100 million Convertible Bond Issue.
At 70 million passengers a day, Ashok Leyland buses carry more people than
the entire Indian rail network.
                                                                                      •Sphere Partners was engaged to advise the group on its capital raising plans.
                                                                                      We analysed the alternatives and then provided project management support
For over five decades, Ashok Leyland has been the technology leader in India's        throughout the process.
Commercial vehicle industry, moulding the country's commercial vehicle
profile by introducing technologies and product ideas that have gone on to
become industry norms.                                                                Dheeraj Hinduja, Vice Chairman, Ashok Leyland:
                                                                                      "Nish Kotecha of Sphere Partners acted as a key member of the Project Team.
                                                                                      With his good understanding of the perspectives from both sides of the table he
Ashok Leyland is listed on the BSE, NSE and London Stock Exchange (GDR).
                                                                                      helped us through the transaction adding real value . I would recommend such
                                                                                      an approach to my peers."
www.ashokleyland.com
                                                                                      Nish Kotecha, Senior Partner Sphere Partners:
      Current Market Stats on                01st August       2006                   "We are delighted to have been mandated in this transaction by Ashok Leyland
                                                                                      in the Global Capital Markets. It was a privilege to work with a leading
Share Price: $0.80                                                                    management team as they embark on their growth plans."
Market Capitalisation: $951.4m on 1,189.3m shares issued
Average Daily Trading Value over 3mths = $7.09m                                       Financial Times 29th April 2004:
                                                                                      “…Sphere Partners in London, which advises Indian companies says
All figures in $USD from Indian Rs. Exchange rate of $1USD = Rs46.51
                     Source: NSE-India.com, Company, Sphere Partners
                                                                                      convertibles represent an opportunity to diversify into the India Growth Story.”




                                                                                                 All figures in $USD from Indian Rs. Exchange rate of $1USD = Rs45.77
                                                                                                    Source: Company, NSE-India.com, Karvy Financial, Sphere Partners

       www.spherepartners.com

                                                                                 12
Sphere Partners Limited - Our Group

Sphere FT News Article




www.spherepartners.com

                                      13
      Sphere Partners Limited – Dabur Pharma Case Study

      Background                                                                          The Role of Sphere Partners Ltd

Dabur Pharma Limited is the leading Indian company for cancer research and           Appointed Corporate Finance advisor to Dabur Pharma Limited.
anticancer products. The company also markets a range of products in the
cardiovascular, antibacterial, anti-diabetic & digestive segments.
                                                                                     Sphere Partners was engaged to provide independent analysis and advice
                                                                                     through our spinout from the Parent business and the financing roadmap
Dabur Pharma Limited, a public limited company incorporated in March 2003,           thereafter.
is an associate company of Dabur India Limited, a US $ 450 million healthcare
company founded in 1884. Dabur Pharma Limited operates in Europe and in
some other markets through its fully owned subsidiary - Dabur Oncology Plc.          Dr Anand Burman, Chairman, Dabur Pharma Ltd:
The Dabur group of companies have a legacy of trust and excellence in the
healthcare business.
                                                                                     “Sphere Partners were a valuable support to our teams in planning, structuring
                                                                                     and executing our financial roadmap and helped us to maximise the success
www.daburpharma.com                                                                  rate of the strategy.”


      Current Market Stats on 01st August 2006

Share Price: $1.21
Market Capitalisation: $188.6m on 155.9m shares issued
Average Daily Trading Value over 3mths = $38,279

All figures in $USD from Indian Rs. Exchange rate of $1USD = Rs46.51
                     Source: NSE-india.com, Company, Sphere Partners




       www.spherepartners.com

                                                                                14
      Sphere Partners Limited - Cobra Beer Case Study

      Background                                                                               The Role of Sphere Partners Ltd

Cobra Beer is one of the fastest growing beer brands in the UK, with a current            Sphere Partners acted as financial adviser to Cobra Beer on their recent £27.5m
turnover of £80 million at retail value. It has been exported to over 40 countries        fund raising. Cobra Beer has secured the financing in the form of unsecured
worldwide, and is available nationwide in more than 6,000 Indian restaurants,             loan notes (through a PIK instrument) issued by Och-Ziff Capital Management.
5,000 outlets of major supermarkets and off-licenses and now nearly to 6,000              The company has used £13m of the proceeds to redeem its existing convertible
mainstream bars, pubs and clubs.                                                          cumulative preference shares and the remainder will be used to fund expansion
                                                                                          in the UK and India, and to expand draught capacity in the UK.
                                                                                          Sphere Partners has been engaged to work closely with the Senior Management
Cobra Beer was awarded one Grand Gold medal and 11 Gold medals at the
                                                                                          team to develop the roadmap for a eventual floatation.
2006 Monde Selection, Brussels - World Selection of Quality, two Grand Gold
medals and nine Gold medals in 2004, two Grand Gold Medals and four gold
medals in 2004, and Gold for three successive years at the 2003, 2002 and
                                                                                          Karan Bilimoria CBE, Founder and CEO:
2001 Monde Selection awards. Monde Selection also presented Cobra with
three International High Quality Trophies in 2003 and a further two in 2006 for           Karan Bilimoria, CEO, and Dynshaw Italia, CFO, of Cobra Beer, commented:
its achievements.                                                                         “Sphere Partners displayed a deep knowledge of our business and an
                                                                                          understanding of our requirements. The financing was biggest undertaken in
                                                                                          the company‟s history and the Sphere team worked seamlessly with our
Cobra was listed on the 1999 Virgin Fast Track 100 list of the fastest growing,           financing partners. Sphere Partners are an important part of our family as we
privately owned companies in the UK. Headquartered in London, UK, Cobra                   grow Cobra into one of the leading beer brands.”
Beer has offices throughout the world, including India, South Africa, and the
USA, and Cobra is brewed in the UK, Belgium, The Netherlands, Poland and
India.


www.cobrabeer.com




       www.spherepartners.com

                                                                                     15
Sphere Partners Limited - Some of Our Clients




www.spherepartners.com

                                     16
Legal


Although the information contained in this presentation is believed to be reliable, we make no representations or warranty as to the accuracy or
completeness of any information contained in this presentation or otherwise provided by us and we accept no liability for the accuracy or completeness of
such information. Prior to entering into any transaction contemplated hereby (a “Transaction”) you should determine, without reliance upon us or our
affiliates, the economic risks and merits (and independently determine that you are able to assume these risks), as well as the legal, tax and accounting
characterisations and consequences of any Transaction.

In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax
and accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and
qualified legal, tax and accounting advice and (d) you should apprise senior management in your organisation as to such legal, tax and accounting advice
(and any risks associated with any Transaction) and our disclaimer as to these matters.

Any terms set forth in this presentation are intended for discussion purposes only and are subject to the final expression of the terms as set forth in separate
definite written agreements.

Individuals of Sphere Partners Limited are members of Eilon & Associates Limited. Sphere Partners Limited has been engaged by Eilon & Associates
Limited to provide Corporate Finance Advice to non-private customers and certain individuals are authorised in this capacity. Eilon Associates Limited is
authorised by the FSA. If you wish to engage the services of Sphere Partners Limited then you will be required to enter into an agreement with Eilon
Associates Limited who will contract to provide you with the agreed services through the Individuals of Sphere Partners Limited.




 www.spherepartners.com

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