Joint Share Exchange Ratio Report
Joint Share Exchange Ratio Report
Finvox Analytics
Chartered Accountants
1st Floor, “Arjun”, Plot No.6A, FRN: 06-018-2019-00202
V. P. Road, Andheri (W), RVEN: IBBI/RV-E/06/2020/120
Mumbai – 400 058. INDIA. D15/15, Ground Floor,
Tel : 91 (22) 2670 4376 Ardee City, Sector 52
91 (22) 2670 3682 Gurugram, Haryana - 122011
Website: www.sspa.in Email: [email protected]
Sub: Recommendation of fair equity share exchange ratio for the proposed amalgamation of
Digicontent Limited, Next Mediaworks Limited and HT Mobile Solutions Limited with HT
Media Limited
HTML, DCL, NMW and HTMS are hereinafter collectively referred to as the ‘Companies’. SSPA and
Finvox have been referred to as ‘Valuers’ or ‘we’ or ‘us’ or ‘our’ and individually referred to as
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‘Valuer’ for the purpose of issue of this joint equity share exchange ratio report (‘Valuation
Report’ or ‘Report’).
1.2 In this regards, we have been appointed by the Companies to carry out the relative
valuation of equity shares of the Companies and to recommend the fair equity share
exchange ratio for the Proposed Amalgamation. The report is being furnished by SSPA and
Finvox in the capacity of Registered Valuer under section 247 of the Companies Act, 2013
which would suffice the requirements of Securities Exchange Board of India and
Companies Act, 2013.
1.3 For the purpose of this valuation, we have carried out relative valuations of the
Companies and the valuation is based on ‘going concern’ premise.
1.4 The report sets out our joint recommendation of the fair equity share exchange ratio and
discusses the methodologies and approach considered in the computation of the equity
share exchange ratio.
2. BRIEF BACKGROUND
2.1. HT MEDIA LIMITED
HTML is a public limited company domiciled in India and incorporated under the
provisions of the Companies Act, 1956. The company publishes ‘Hindustan Times’, an
English daily, and ‘Mint’, a Business paper and undertakes commercial printing jobs. The
company is also engaged into the business of providing entertainment, radio broadcast
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and all other related activities through its Radio Stations operating under brand name
‘Fever 104’, ‘Fever’ and ‘Radio Nasha’. The digital business of the company comprises of
various online platforms such as ‘shine.com’, etc.
The company derives revenue primarily from the sale of the above-mentioned
publications, advertisements published therein, by undertaking printing jobs and airtime
advertisements aired at the aforesaid radio stations. Equity shares of HTML are listed on
BSE limited (‘BSE’) and the National Stock Exchange Limited (‘NSE’). The standalone
revenue from operations of HTML for financial year 2019-20 was INR 1,225.51 crores and
profit/(loss) before tax was INR (-) 432.58 crores.
HTML also holds 74.40% equity stake in Hindustan Media Ventures Limited (‘HMVL’) and
~51% equity stake in NMW.
HMVL is engaged in the printing and publication of newspapers and periodicals in India.
HMVL’s product line includes Hindustan, a Hindi daily newspaper that provides news
relating to politics, business, entertainment, sports, and other general interests. Equity
shares of HMVL are listed on BSE and NSE.
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3. REGISTERED VALUERS
SSPA & CO., CHARTERED ACCOUNTANTS
SSPA & Co., Chartered Accountants, is a partnership firm, located at 1st Floor, Arjun
Building, Plot No. 6A, V. P. Road, Andheri (West), Mumbai - 400 058, India. SSPA is
engaged in providing various corporate consultancy services.
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FINVOX ANALYTICS
Finvox Analytics is a registered valuer entity, located at D 15/15, Ground Floor, Ardee City,
Sector 52, Gurugram, India. Finvox Analytics is engaged in providing valuation services.
Finvox is registered with the IBBI, as a Registered Valuer Entity for the asset class –
‘Securities or Financial Assets’ with Registration No. IBBI/RV-E/06/2020/120.
4. SOURCES OF INFORMATION
The valuation exercise is based on the following information which has been received
from the Management and any information available in the public domain:
(a) Annual Reports / standalone audited financial statements of the Companies and
subsidiaries and associates of the Companies for the financial year (‘FY’) ended
March 31, 2020.
(b) Limited review standalone financial statements of the Companies and subsidiaries
& associates of the Companies for 6 months period ended September 30, 2020.
(c) Standalone financial projections of HTML, HMVL, HTDS, NRL and HTMS, as
provided by the Management.
(d) Scheme of amalgamation in relation to HTMS, Firefly e-Ventures Limited, HT
Digital Media Holdings Limited, HT Education Limited, HT Learning Centers
Limited, India Education Services Private Limited and Topmovies Entertainment
Limited with an appointed date of April 1, 2020.
(e) Draft Scheme of amalgamation.
(f) Other relevant details regarding the Companies such as their history, past and
present activities and other relevant information and data.
(g) Such other information and explanations as we required and which have been
provided by the Management including Management Representation.
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to be read in totality, and not in parts, in conjunction with the relevant documents
referred to herein and in the context of the purpose for which it is made. Further our
report on recommendation of fair equity share exchange ratio is in accordance with ICAI
Valuation Standards 2018.
5.2. This report has been prepared for Board of Directors of the companies solely for the
purpose of recommending a fair equity share exchange ratio for the Proposed
Amalgamation.
5.3. Valuation is not a precise science and the conclusions arrived at will be subjective and
dependent on the exercise of individual judgment. There is, therefore, no indisputable
single value. While we have provided an assessment of value by applying certain formulae
which are based on the information available, others may place a different value.
5.4. The Management has represented that the Companies have clear and valid title of assets.
No investigation on the Companies’ claim to title of assets has been made for the purpose
of this valuation and their claim to such rights has been assumed to be valid.
5.5. The draft of the present report (excluding the recommended fair equity share exchange
ratio) was circulated to the Management for confirming the facts stated in the report and
to confirm that the information or facts stated are not erroneous.
5.6. For the purpose of this exercise, we were provided with both written and verbal
information including information detailed hereinabove in para ‘Sources of Information’.
Further, the responsibility for the accuracy and completeness of the information provided
to us by the Companies/auditors/consultants is that of the Companies. Also, with respect
to explanations and information sought from the Companies, we have been given to
understand by the Management that they have not omitted any relevant and material
factors about the Companies. The Management has indicated to us that they have
understood that any omissions, inaccuracies or misstatements by the Management may
materially affect our valuation analysis/conclusions. Our work does not constitute an
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5.7. Valuation analysis and results are specific to the purpose of valuation and the valuation
date mentioned in the report as agreed with the Management.
5.8. A valuation of this nature involves consideration of various factors including those
impacted by prevailing market trends in general and industry trends in particular. This
report is issued on the understanding that Management has drawn our attention to all
the matters, which they are aware of concerning the financial position of the Companies
and any other matter, which may have an impact on our opinion, on the fair value of the
shares of the Companies including any significant changes that have taken place or are
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likely to take place in the financial position of the Companies. Events and transactions
occurring after the date of this report may affect the report and assumptions used in
preparing it and we do not assume any obligation to update, revise or reaffirm this report.
5.9. The fee for the engagement and this report is not contingent upon the results reported.
We have no present or contemplated financial interest in any of the Companies.
5.10. Our report is not, nor should it be construed as opining or certifying the compliance of
the proposed transaction with the provisions of any law including companies,
competition, taxation (including transfer pricing) and capital market related laws or as
regards any legal implications or issues arising in India or abroad from such Proposed
Amalgamation.
5.12. The decision to carry out the transaction (including consideration thereof) lies entirely
with the Management and our work and our finding shall not constitute a
recommendation as to whether or not the Management should carry out the transaction.
5.13. This Report is meant for the purpose mentioned in Para 1 only and should not be used for
any purpose other than the purpose mentioned therein. It is exclusively for the use of the
Companies and for submission to any regulatory/statutory authority as may be required
under any law. This Report should not be copied or reproduced without obtaining our
prior written approval for any purpose other than the purpose for which it is prepared.
In no event, regardless of whether consent has been provided, shall we assume any
responsibility to any third party to whom the report is disclosed or otherwise made
available.
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5.14. SSPA and Finvox, nor our partners and employees make any representation or warranty,
express or implied, as to the accuracy, reasonableness or completeness of the
information, based on which the valuation is carried out. All such parties expressly
disclaim any and all liability for/or based on or relating to any such information contained
in the valuation.
6.2. For the purpose of valuation, generally following approaches can be considered, viz,
(a) the ‘Market’ approach;
(b) the ‘Income’ approach; and
(c) the ‘Asset’ approach
Under this method, the value of the shares of a company is determined by taking the
average of the market capitalization of the equity shares of a recognized stock exchange
over reasonable period of time, subject to the element of speculative support that may
be inbuilt in the market price. But there could be situations where the value of the share
as quoted on quoted on the stock market would not be regarded as proper index for the
fair value of the share.
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6.4.2. Under the DCF method the projected free cash flows from business operations after
considering fund requirements for projected capital expenditure and incremental
working capital are discounted at the Weighted Average Cost of Capital (WACC). The sum
of the discounted value of such free cash flows and discounted value of perpetuity is the
value of the business.
6.4.3. The free cash flows represent the cash available for distribution to both the owners and
the creditors of the business. The free cash flows are determined by adding back to profit
before tax, (i) interest on loans, if any, (ii) depreciation and amortizations (non-cash
charge), and (iii) any non-operating item. The cash flow is adjusted for outflows on
account of (i) capital expenditure, (ii) incremental working capital requirements and (iii)
tax.
6.4.4. WACC is considered as the most appropriate discount rate in the DCF Method, since it
reflects both the business and the financial risk of the company. In other words, WACC is
the weighted average of the company’s cost of equity and debt.
6.6. Out of the above methods, the Valuers have used approaches / methods as considered
appropriate by them respectively. The valuation approaches / methods used and the
values arrived at using such approaches / methods by the Valuers have been tabled in
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7.3. The fair equity share exchange ratio has been arrived on the basis of a relative valuation
of equity shares of the Companies based on the approaches explained herein and various
qualitative factors relevant to the companies and the business dynamics and growth
potential of the businesses, having regard to information base, management
representation and perceptions, key underlying assumptions and limitations.
7.4. In the ultimate analysis, valuation will have to involve the exercise of judicious discretion
and judgement taking into account all the relevant factors. There will always be several
factors, e.g. present and prospective competition, yield on comparable securities and
market sentiments, etc. which are not evident from the face of the balance sheets but
which will strongly influence the worth of a share.
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7.5. In light of the above and on consideration of all the relevant factors and circumstances as
discussed and outlined hereinabove in this report, we recommend the following fair
equity share exchange ratio for the proposed Amalgamation whose computation as
required as per BSE Circular number LIST/COMP/02/2017-18 dated May 29, 2017 and NSE
Circular number NSE/CML/2017/12 dated June 01, 2017 is as under:
7.5.1. Computation of Fair Equity Share Exchange Ratios as derived by SSPA, is given below:
HTML DCL NMW HTMS
Value per Value per Value per Value per
Method of Valuation
Share Weights Share Weights Share Weights Share Weights
(INR) (INR) (INR) (INR)
Valuer’s Notes:
In the present case, the business of HTML and HTMS are intended to be continued on a
‘going concern basis’ and there is no intention to dispose-off the assets, therefore the
Asset approach is not adopted for the present valuation exercise.
Given the nature of businesses of HTML and HTMS and the fact that we have been
provided by the companies with their projected financials, we have considered it
appropriate to apply the DCF Method under the Income approach to arrive the relative
fair value of the shares of the companies for the purpose of arriving at the fair equity
share exchange ratios. Since, business operations of DCL are insignificant and NMW does
not carry business operations on their own, Income approach cannot be considered. NAV
method under Asset approach has been considered for valuation of DCL and NMW
wherein the fair values of underlying investments have been considered by applying DCF
method under income approach.
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In the present case, equity shares of HTML, DCL and NMW are listed on BSE and NSE. Per
the relevant SEBI regulations, the equity shares of HTML and DCL are frequently traded,
whereas, the equity shares of NMW are not frequently traded. Since we are carrying out
relative valuation, based on our analysis it would be inappropriate to ignore the market
price. Accordingly, to calculate the relative equity value, we have considered the market
prices for all the three companies and assigned appropriate weights to different valuation
approaches to arrive at the fair equity share exchange ratios.
7.5.2. Computation of Fair Equity Share Exchange Ratios as derived by Finvox, is given below:
HTML DCL NMW HTMS
Value per Value per Value per Value per
Method of Valuation
Share Weights Share Weights Share Weights Share Weights
(INR) (INR) (INR) (INR)
Asset Approach - NAV Method 84.53 33.33% 32.56 50% 5.44 50% NA NA
Market Approach - Market Price Method 17.30 33.33% 14.64 50% 5.31 50% NA NA
Valuer’s Notes:
We have used the NAV method under the Asset approach to arrive at the relative fair
value of equity shares of HTML, DCL and NMW. The NAV method generally sets a floor to
the range of values as an entity tends not to be worth less than the net value of its
underlying assets and liabilities at fair value. In case of HTML, as the market price is less
than the NAV, therefore, we have also considered the Asset approach to arrive the
relative fair value of the equity shares of HTML. In case of DCL and NMW, as both the
entities derive majority of their value from the underlying investments in subsidiary
companies, we have used the Asset approach for their valuation. In case of HTMS, as the
company operates a digital entertainment business, the true worth of HTMS is not
reflected by the net assets of the company. Therefore, the asset approach was not used
in the valuation of HTMS.
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Given the nature of businesses of HTML and HTMS and the fact that we have been
provided by the companies with their projected financials, we have considered it
appropriate to apply the DCF Method under the Income approach to arrive the relative
fair value of the shares of the companies for the purpose of arriving at the fair equity
share exchange ratios. As previously discussed, the NAV method under Assets approach
has been considered for valuation of DCL and NMW wherein the fair values of underlying
investments have been considered by applying DCF method under Income approach.
As previously discussed, equity shares of HTML, DCL and NMW are listed on BSE and NSE.
Per the relevant SEBI regulations, the equity shares of HTML and DCL are frequently
traded, whereas, the equity shares of NMW are not frequently traded. Since we are
carrying out relative valuation, based on our analysis it would be inappropriate to ignore
the market price. Accordingly, to calculate the relative equity value, we have considered
the market prices for all the three companies and assigned appropriate weights to
different valuation approaches to arrive at the fair equity share exchange ratios.
We have used the Market Price method under the Market approach for the valuation of
HTML, DCL and NMW by using the pricing formula provided in Regulations 164 (1) of
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 ('ICDR').
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7.6. In light of the above, and on consideration of all the relevant factors and circumstances
as discussed and outlined hereinabove, we recommend fair equity share exchange ratios
as mentioned below:
- The fair equity share exchange ratio for the proposed amalgamation of DCL with HTML
is as under:
4 (Four) equity shares of HTML of INR 2 each fully paid up for every 13 (Thirteen)
equity shares of DCL of INR 2 each fully paid up
- The fair equity share exchange ratio for the proposed amalgamation of NMW with
HTML is as under:
1 (One) equity share of HTML of INR 2 each fully paid up for every 14 (Fourteen)
equity shares of NMW of INR 10 each fully paid up
- The fair equity share exchange ratio for the proposed amalgamation of HTMS with
HTML is as under:
1 (One) equity share of HTML of INR 2 each fully paid up for every 12 (Twelve) equity
shares of HTMS of INR 10 each fully paid up
Thanking you,
Yours faithfully,
GARG 3397e845d9a142077995aea838f
741a879fd528522d3a304
Shamji Ved
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