India Spin Off Fund

16
INDIA SPIN-OFF FUND Capital Private Limited

Transcript of India Spin Off Fund

Page 1: India Spin Off Fund

INDIASPIN-OFFFUND

CapitalPrivate Limited

Page 2: India Spin Off Fund
Page 3: India Spin Off Fund

Several Indian corporations engaged in entirely different businesses are, at present, structured as conglomerates, usually involving a parent company and several subsidiaries. Such conglomerates often trade at a discount to the overall individual value of their businesses. Individual subsidiaries of most Indian conglomerates are at different points in their business lifecycle. As a result, it is imperative for managements to evaluate these structures and their inherent business synergies periodically.

Global empirical studies have shown that spin-off opportunities of listed companies have relatively generated higher returns than the market

indices over the mid to long term from the time of announcement of such an event. At a time when many professional investors lament that the proliferation of institutional funds and the widespread use of screening techniques, have made it tougher to find bargains in the stock market; Spin-offs – as an investment theme continues to pay off handsomely.

With rapid growth on its radar, India Inc. is getting more focused. While the Mergers and Acquisitions route that Indian companies have adopted is receiving extensive media and investor attention, de-mergers do not. Over the past few years many Indian companies have spun off into two or

more different units, each focusing on specific areas of business. Markets have received such developments positively; as seen from the share price behavior of such units.

Experts also indicate that the advantages of de-mergers are not limited to investors alone, but also prove to be a tax efficient manner of separating unrelated businesses for the management; either for family succession or for corporate governance.

UNIFI CAPITAL PRIVATE LIMITED 1

THE SPIN ON SPIN OFFS —

SPIN-OFFS, ALSO REFERRED AS ‘DE-MERGERS’,

IS ESSENTIALLY A CORPORATE STRATEGY WHEREIN A COMPANY

FORMALLY RESTRUCTURES ONE OR MORE OF ITS EXISTING

BUSINESS SEGMENTS INTO A SEPARATE COMPANY TO ACHIEVE/DERIVE

CERTAIN OBJECTIVES/BENEFITS SUCH AS BETTER MANAGEMENT FOCUS,

VALUE UNLOCKING, ATTRACT STRATEGIC PARTNERS ETC.

Page 4: India Spin Off Fund

WHAT IS A SPIN OFF?

SPIN-OFFS OCCUR WHEN A PARENT CORPORATION DISTRIBUTES

ALL OR MOST OF ITS HOLDINGS OF STOCK IN A SUBSIDIARY TO

THE PARENT’S SHAREHOLDERS BASED ON THE PROPORTION TO THEIR

HOLDINGS IN THE PARENT COMPANY, i.e. ON A PRO RATA BASIS.

Page 5: India Spin Off Fund

As a result, the subsidiary company is no longer owned or controlled by the parent company and there are two separate publicly traded companies. Prior to the spin-off, shareholders only own the parent company’s stock, whereas after the spin-off they own shares in both the parent and the subsidiary. These transactions also provide the company an opportunity to dispose of a subsidiary in a tax-free manner.

Corporations have a variety of motivations for spin-offs, including management reasons, capital market factors, risks, tax benefits, marketing factors, and regulatory/legal reasons.

Spin-offs can help alleviate management problems of both parent companies and spun-off companies,

because both kinds of companies often have different lines of business and different business environments. Since the parent companies generally are large diverse operations, they cannot provide the kind of management, financial, and resource support that the subsidiary needs for continuous growth. Moreover, parent companies usually focus their attention and resources on their core operations. Consequently, the spin-off allows the spun-off company to negotiate management, finance, and resource issues with its own board of directors and to make decisions for itself. The parent company benefits from the transaction because it can concentrate on its most important operations unencumbered by the spun-off company.

Some parent companies decide to spin-off subsidiaries because they believe that all their lines of business are not accurately valued in the capital market. Spin-offs enable each company to obtain capital consistently based on its own operations and each company can raise capital according to the way capital markets affect each company’s business. In essence, the motivation here for spinning-off a company is to give investors a clearer view of each company’s business operations.

The spin-off might attract new investors to the spun-off company and it might improve the parent company’s value because the undervalued subsidiary is no longer associated with it.

SINGLE BUSINESS ENTITY

SHAREHOLDERS SHAREHOLDERS

X CO. [PARENT] X CO. [PARENT]

Y CO. [SUBSIDIARY]

LISTED

100%

UNLISTED

LISTED

DISTRIBUTION OF SHARES OF Y. CO TO THE SHAREHOLDERS OF X CO., EITHER 100% OR PART

MULTIPLE BUSINESS ENTITY

SHAREHOLDERS SHAREHOLDERS

X CO.X CO. [PARENT]

LISTED LISTED LISTED

B CO. [SUBSIDIARY]

STEEL BUSINESS

A CO. [SUBSIDIARY]

TEA BUSINESS

C CO. [SUBSIDIARY]

TELECOM BUSINESS

UNLISTED UNLISTED UNLISTED

100% 100% 100%

LISTED LISTED

LISTED

Y CO. [SUBSIDIARY]

X CO. [PARENT]

DISTRIBUTION OF SHARES OF

A, B & C CO TO THE SHAREHOLDERS

OF X CO., EITHER 100%

OR PART

B CO. [SUBSIDIARY]

STEEL BUSINESS

A CO. [SUBSIDIARY]

TEA BUSINESS

C CO. [SUBSIDIARY]

TELECOM BUSINESS

UNIFI CAPITAL PRIVATE LIMITED 3

Page 6: India Spin Off Fund

A spun-off subsidiary has the advantage of an independent stock price which should reflect the capital market’s assessment of management’s performance. Spin-offs provide investors with a wider range of investment opportunities appealing to different investor clientele. The market valuation of the combined company will always be lower than that of distinct businesses listed as separate entities. This valuation gap is called conglomerate discount. Such discounts range from 15-50%, from company to company, depending on the quality of management and the transparency of segmental disclosures.

ExampleOrient paper, a 2000 Cr top-line company derives `200 Cr from paper; `1000 Cr from cement; `500 Cr from electric fans, and `300 Cr from the rest of its businesses — that includes lights & luminaries, industrial blowers, chlorine & chemicals, and air pollution control equipment.

Such structures do not get the attention of an investor who would like to invest only in cement or in consumer goods or in paper.

SPIN-OFF VALUATION

SPIN-OFFS MAY RESULT AFTER MAJOR SHIFTS IN THE ECONOMIC

ENVIRONMENT AFFECTING CORPORATIONS AND THEIR SUBSIDIARIES.

WHILE A COMBINED CONGLOMERATE STRUCTURE MAY HAVE BEEN

OPTIMAL IN THE PAST, DUE TO MARKET REFORMS AND DEEPENING CAPITAL

MARKETS, THE SEPARATION OF OPERATIONS MAY NOW BE APPROPRIATE.

Page 7: India Spin Off Fund

ExampleSOTP Valuation of ICICI BankA December 2010 research report released by a reputed research f irm, analyzed ICICI Bank and concluded that it was at a 15% discount to its subsidiaries’ valuation.

A Spin-Off helps remove such discounts and improve shareholder return. It also helps the management raise capital for individual business entities without diluting the interests of other businesses.

The alternate method of Carve-outs, where the parent company issues an IPO of one of its subsidiaries might help in raising capital but does not remove the conglomerate discount and as a consequence may not enhance the shareholder return.

ICICI BANK’S SUBSIDIARY VALUATION METHOD VALUE OF SUB A ICICI’S BC’S SHARE ICICI SHARE (Rs. MIL) PER SHARE OF PARENT

IMPLIED SEP-12 P/B (LENDING BOOK)

FY 12-13 EPS

TARGET PE MULTIPLE

VALUE FOR BANKING BUSINESS

SUBSIDIARY VALUATION AT 15% HOLDING DISCOUNT

TOTAL VALUE

SEP-11 PT

63.8

17.3

1104

219

1324

1350

2.55

LIFE INSURANCE

ASSET MANAGEMENT

ICICI SECURITIES

ICICI HOME FINANCE

GENERAL INSURANCE

FOREIGN SUBSIDIARIES

TOTAL SUBSIDIARY VALUE

VALUE POST HOLDING DISCOUNT (15%)

APPRAISAL VALUE

4% OF AUM

PE OF 15X SEP-12

PE OF 12X SEP-12

COMBINED RATIO

1.0X SEP-12 BOOK

161200

36080

22753

23826

14811

92493

74%

51%

100%

100%

74%

100%

119288

18401

22753

23826

10960

92493

287721

244563

107

17

20

21

10

83

258

219

ICICI BANK SOTP VALUATION

UNIFI CAPITAL PRIVATE LIMITED 5

Page 8: India Spin Off Fund

GLOBAL INSIGHTS INTO SPIN-OFFS

In the US, many firms have analyzed the impact of spin-offs on shareholder return as well as corporate efficiency over a long period of time. Some of the conclusions arrived at are as follows:

SOURCES: DELOITTE, 2008 AND LEHMANN BROTHERS

Similar study done on all major Spin-Off transactions over a ten year period ending 2008 across all major markets including US, Europe & Asia by a top global consulting firm concluded as follows:

During the 25 year period till 1990, stocks of spun-off, ‘child’ companies outperformed industry peers and S&P 500 by 10% p.a. in their first three years of independence. During the same period, Parent companies outperformed the indices by 6% p.a.

During the 15 year period till 2005, the outperformance was 18% in first two years

Between 2000-05, Spin-offs from the top 1500 firms outperformed S&P500 by 45% in first two years

A year after the announcement, the parent share price was up by 23% on an average — having increased by 2% on announcement

Once separated, share prices for both parent and child increased by 15% over a year, after an initial 6 month period of stability

On a relative basis, de-mergers in manufacturing companies offered better returns than that of financial/telecom/media and entertainment sectors

1965 1975 1985 1995 2005 2010

Source: Lehman Brothers

Source: Deloitte, 2008

1965 - 1990

1990 - 2005

1998 - 2008

2009-2010

Page 9: India Spin Off Fund

PERFORMANCE ANALYSIS IN THE INDIAN CONTEXT

Numerous literature available on the benefits of Spin-offs in the Indian context, converge on the increased value created for shareholders. However, little has been done to quantify the actual shareholder value created as an outcome of Spin-offs. While Spin-offs strategies have been utilized in the past, the frequency of Spin-Off related announcements have increased substantially since 2005.

Unifi has researched into each of the Indian Spin-off companies that subsequently listed on the stock exchanges; and evaluated both the parent and spin-off companies’ stock performance. BSE has compiled a list of all Spin-off transactions that resulted in newly created corporate entities which required listing.

Our research universe includes about 70 such transactions. We

have excluded about 9 companies that are either illiquid or where

the market cap is very small (below 50 Cr).

Our study made the following inferences after profiling all the relevant transaction data:

The study does not consider other corporate benefits that would

have accrued to shareholders of the Spin-off companies and hence

actual returns could be slightly higher than stated in the study.

In the Indian context, a typical Spin-Off takes about 15-18 months to list since announcement

Stocks of companies that announce and implement Spin-Offs deliver median outperformance of 16% over the BSE500 index

The actual median stock performance was 45% over the period. Excluding the outlier event of Reliance, the median stock performance drops to 35%, while still delivering an outperformance of over 10% over the BSE500 index

While the median outperformance is 16%, the average outperformance is 55% signifying that returns are skewed by few big winners and few big losers. This outperformance is based on considering the stock performance of the parent, one month from the announcement date and up to one month after listing of the Spin-off company

Spin-off companies (child), on an average, have underperformed by 27% in the first year. This indicates that shareholders exit this spin-off companies post listing while they retain the parent. This phenomenon has been well recorded abroad and explained

Announcement date (S)to board approval(S + 1 week)

Court approval(S + 9/12 months)

Shareholder approval(S + 6 months)

Eventual stock exchange listing(S + 12/15 months months)

SPIN-OFF TIMELINE

IN INDIA

12 - 15 months

1965 1975 1985 1995 2005 2010

Source: Lehman Brothers

Source: Deloitte, 2008

1965 - 1990

1990 - 2005

1998 - 2008

2009-2010

UNIFI CAPITAL PRIVATE LIMITED 7

Page 10: India Spin Off Fund

UNIFI INDIA SPIN-OFF FUND

OBJECTIVEThe fund seeks to generate superior risk adjusted returns relative to market indices by investing in stocks of companies undergoing Spin-offs. Typically, such an action by the company will help remove the holding company discount that the market attributes and thereby enhance the stock’s valuation. Unifi’s proposition is to gain from the information asymmetry linked value-price mismatch, by closely tracking the entire Spin-Off process and investing in such companies after a detailed review of their fundamentals and corporate governance standards.

UNIVERSEOur universe is built from the Spin-offs approved by Boards of respective companies as filed with the stock exchanges. We will never consider companies where such disclosures are not made, thereby clearly avoiding market rumors and speculation. From the universe of such companies, we would select ideas to invest based on a bottom up approach that we have been practicing over the last ten years.

INVESTMENT RISKWhile various research reports support our inferences about the outperformance potential of Spin-offs, the significant difference between the average return and mean return suggests that there could be few big winners and big losers. A portfolio with such a composition will have relatively higher volatility than broader markets. Since the Spin-off strategy is based on the hypothesis of identifying a stock valued at X, based on prevailing peer valuation of respective businesses, and buying it at 0.7X; it is fair to expect that a Spin-off portfolio will have lesser capital risk than broader markets.

STRUCTUREWhile the fund will be open-ended, it would be advisable to keep an investment perspective of 18-24 months to provide enough time for the market to price the impact of Spin-off. The fund will build a portfolio of 10 companies, where the exposure to any chosen sector will usually not exceed 30%. While the tracking and monitoring of the investments will be active, the activity at the account level will be passive, resulting in lower transaction costs and better post-tax return. The fund manager will be paid a management fee of 1% p.a. of the funds managed and 20% on profits generated above 10% p.a. on the investor capital.

Page 11: India Spin Off Fund

Why do companies undertake Spin-offs?Companies have a variety of motivations for Spin-offs, including management reasons, capital market factors, risks, tax benefits, marketing factors, and regulatory/legal reasons. Spin-offs can alleviate management problems of both parent companies and spun-off companies, because such companies often have different lines of business and different business environments.

What is the Global experience in Spin-Off investments?Global studies on all major Spin-Off transactions over a ten year period ending 2008 across all major markets including US, Europe & Asia indicate that the parent share price rises by an average of 23% on announcement, while share prices of both the parent and child increased by an average of 15% over a year; after an initial 6 month period of stability.

What are the different methods that are used to unlock value?

Which method has been proven to be most effective in creating shareholder value? Why?Spin-Offs are particularly effective in increasing shareholder value because the parent company can concentrate now on its most important operations unencumbered by the spun-off company. A spun-off subsidiary also has the advantage of an independent stock price which should reflect the capital market’s assessment of its management’s performance.

Have Indian companies been using Spin-offs?Several Indian companies have adopted the Spin-off route in the recent past. This included some prominent names like Reliance Industries, Bajaj Auto and GE Shipping. Due to market reforms and deepening capital markets, corporate entities have actively begun restructuring businesses as independent structures.

Are there enough Spin-off events in India to build a strategy

around Spin-Offs?Between 2005-2010 there were 76 Spin-off transactions in India. In a typical year, one might expect anywhere from 5-15 such opportunities. Unifi’s India Spin-Off fund is an open-ended fund that will cherry pick 7-10 transactions for investment over a 15-18 month period.

What is the procedure for Spin-Off of a company in India? How long does the process take?

While some have taken 15-18months, the average duration for a Spin-Off transaction is about 14.5 months.

Over the period of 15-18 months involved in a typical spin-offs evolution, how does the value emerge into stock prices?Broadly there are three phases of value capture in a Spin-off. The first phase begins with the announcement of the company’s intent to demerge. It impacts stock price based on the level of clarity with which the company describes the rationale. In the second phase, the market ascribes a value to fundamental catalysts such as independent management focus, improved capital allocation and operating efficiencies. The third phase begins when the spin-off process finally results in the creation of two separate entities and each is able to attract strategic and/or financial investors that are able to appreciate its potential.

Do all spin-off transactions result in profits for shareholders?No. While majority of spin-off transactions resulted in profit for shareholders, few had negative returns. Example: Bajaj Auto spinoff that occurred during 2008. Reasons range from decline in valuations in peer group companies during the period of spinoffs to fundamental changes in the profitability of the business sector the company belongs to. Unifi’s focus in sectoral research helps in avoiding troubled transactions.

Will Unifi invest in ‘Potential Spin-Off candidates’ as well?No. There are certain speculative risks in anticipating

FREQUENTLY ASKED QUESTIONS (FAQs)

Announcement date (S)to board approval(S + 1 week)

Court approval(S + 9/12 months)

Shareholder approval(S + 6 months)

Eventual stock exchange listing(S + 12/15 months months)

12 - 15 months

Q

uant

um o

f val

ue u

nloc

ked

100%

75%

50%

25%

0%EXIT NON-CORE BUSINESS

ENTER NEW BUSINESS

SUBSIDIARIES & JV

STAKE SALE TO STRATEGIC / FINANCIAL

INVESTOR

IPO / ASSET SALE / STRATEGIC SALE

DE-MERGER

SOTP

Stages of value unlocked

UNIFI CAPITAL PRIVATE LIMITED 9

Page 12: India Spin Off Fund

such events. Even though the pay offs are substantial with speculative investments we don’t intend to expose ourselves to such risks. On the other hand, our approach would be to invest only into events that have certainty and as a consequence while returns are likely to be lower, they are surer and safer.

Will Unifi consider post Spin-Off opportunities?Yes. In few transactions, market misprices one of the demerged companies due to structural reasons. For an example, when a company that is part of Sensex or any other index undertakes spin-off, the baby company may not form part of the index. A fund that is mandated to invest only in stocks that form part of the index may choose to sell baby company that will result in abnormal decline in stock price just after listing. Such opportunities could be exploited by Spin-off fund.

Will the portfolio hold investments passively or undertake regular trading in its holdings?Typically positions are undertaken with the intent to benefit from the entire investment cycle of such transactions and will tend therefore to be held passively. The resultant savings in terms of long term capital gains, taxes and lower transaction costs are an important aspect of this strategy. However, we will not hesitate to be opportunistic should we find attractive exit prices.

Will the portfolio be fully invested always?Given the long investment horizons and high concentration involved in each such position, it is critical that the fund manager be free to cherry pick Spin-off linked investment opportunities after conducting a thorough due diligence. It is certainly probable that during a given period of time, we might prefer to hold cash and wait for interesting opportunities rather than be overly focused on being fully deployed.

How will you benchmark performance? Since most companies will tend to be from the Midcap space, it would be appropriate to benchmark with the BSE500 index. However, it is important to recognize that Spin- Offs involves 15-18 months of process during which time, the returns are actually realised in a lumpy manner as key milestones in the Spin-off process are achieved.

Moreover, due to high cash levels and ‘No-trade periods’ that

are a natural extension of this strategy, active benchmarking in the short term can be misleading.

What are some of the risks associated with such Spin-offs?Systemic risk – Inevitably any equity position, including one in a spin-off will bear correlation to broad market direction. Sector selection and bottom up company research are the tools available to address this risk. Liquidity – As described in this document a spin-off undergoes periods where a significant portion of value, represented by the child company, could become illiquid pending re-listing. ‘No-trade periods’ refer to the period of time (typically 2-3 months) when the child company is awaiting regulatory approvals prior to separate listing and trading.

How will NAV be calculated during ‘No-trade periods’ ?The average of one week’s closing stock price minus the current market price of the parent (which will remain listed) will be used to denote the value of the child pending its listing.

How will the fee structure be computed?The management fee of 1% p.a. will be charged monthly rear-ended on the portfolio’s NAV. The performance fee is charged on 31st of March, each year; without factoring the mark to market value of ‘No-trade positions’ in the portfolio. While predicting future return is not possible, what is a fair return one can expect from this fund?As explained in Page 7, our research which evaluated all the Spin-off transactions between 2005-2010 in India, observed a median outperformance of 16% over and above the BSE500 Index. ` 100 invested in each spin-off transaction happened during this period delivered an absolute return of 45% over an average period of 15 months.

What is Unifi’s USP?Typically such investment strategies seek to exploit the opportunity arising from a combination of factors such as information asymmetry and regulatory complexity. Since success breeds imitators, who compete for returns using me-too methods; it is important to be the first mover and capture the early phase. Unifi has a demonstrated philosophy of identifying relatively niche, but highly specialized and profitable themes, early.

Page 13: India Spin Off Fund

UNIFI’S APPROACH TO CLIENT MANAGEMENT

ONGOING RELATIONSHIP MANAGEMENTTo keep things simple for the customer, we assign ownership of each customer to a Relationship Manager (RM). It is the RM’s responsibility to co-ordinate internally to exceed service expectations of the customer. Unifi’s Relationship Managers have proven track records in capital markets and are capable of experienced advisement in line with Unifi’s market view and investment philosophy. While the RM is accountable on a day-to-day basis, the CEO retains overall accountability and is available to assist in any situation.

REPORTINGUnifi’s Back Office operations are equipped with the latest technology and processes to handle accounting, settlement, custody and reporting in a totally secure environment. At the end of each working day, we have the capability to provide a 100% up-to-date statement to the customer. While interim reports are available on request via e-mail, Unifi also maintains a monthly reporting cycle for all customers. The monthly report, containing a transaction statement, bank statement and securities custody statement, provides confirmation of holdings as well as a comprehensive and up-to-date status of an account’s performance. Confidentiality of client information is assured through multiple levels of security.

PERFORMANCE REVIEWA quarterly meeting is scheduled between the client and the RM to review the performance for the quarter and the year to date. Significant transactions and positions are discussed. Unifi’s market view and its near term plans are presented. Customer feedback and specific requests can be recorded and managed. If a customer is located abroad, the review happens over a conference call. Unifi believes that nothing can replace human contact and strives to schedule in-person meetings to the extent feasible.

AUDITAll customer accounts are audited annually by Brahmayya & Company - one of India’s oldest and most reputed C.A. firms. An audit certificate along with detailed financial statements is provided to the client by Brahmayya & Company. Unifi’s statutory auditors are Deloitte Haskins & Sells.

PROCESSUnifi provides a wide range of customized solutions to help address a variety of situations but many things are common.

WE LEVERAGE THE LATEST TECHNOLOGY AND BEST PRACTICES

FOR PROVIDING HIGH QUALITY OF SERVICE.

WE MAKE DECISIONS AND ADVICE BASED ON RESEARCH,

NEVER ON HEARSAY AND TIPS.

SAFETY OF CAPITAL AND LOW RISK APPROACH IS OUR PRIME CONCERN.

UNIFI CAPITAL PRIVATE LIMITED 11

Page 14: India Spin Off Fund

ANNEXURE:CASE STUDIES IN THE INDIAN CONTEXT

Reliance Industries:

Eveready Industries:

GE Shipping:

PRE DE-MERGER

RELIANCE INDUSTRIES

QTY

PRICE

VALUE

BSE 500

100.00

` 268.80

` 26,880.00

3,046.81

POST DE-MERGER

RELIANCE INDUSTRIES

QTY

PRICE

VALUE

100.00

` 419.78

` 41,978

RELIANCE INFRA

QTY

PRICE

VALUE

7.50

` 629.25

` 4,719

RELIANCE COMMUNICATIONS

QTY

PRICE

VALUE

100.00

` 312.95

` 31,295.00

RNRL

QTY

PRICE

VALUE

100.00

` 33.90

` 3,390

RELIANCE CAP

QTY

PRICE

VALUE

5

` 533.30

` 2,667

BSE 500 4,711.96

INCREMENTAL CHANGE

% WEALTH CREATION

1665.15

55%

BSE 500 4711.96

TOTAL VALUE

INCREMENTAL VALUE

% WEALTH CREATION

` 84,048.88

` 57,168.88

213%

PRE DE-MERGER

EVEREADY INDUSTRIES

QTY

PRICE

VALUE

BSE 500

100.00

` 31.00

` 3,100.00

1,939.64

POST DE-MERGER

MCLEOD RUSSEL

QTY

PRICE

VALUE

BSE 500

100.00

` 60.90

` 6,090.00

3213.76

EVEREADY INDUSTRIES

QTY

PRICE

VALUE

BSE 500

50.00

` 100.25

` 5,012.50

3213.76

BSE 500

INCREMENTAL CHANGE

% WEALTH CREATION

1274.12

66%

TOTAL VALUE

INCREMENTAL VALUE

% WEALTH CREATION

` 11,102.50

` 8002.50

258%

PRE DE-MERGER

GE SHIPPING

QTY

PRICE

VALUE

BSE 500

100.00

` 198.65

` 19865.00

3521.83

POST DE-MERGER

GREAT OFFSHORE

QTY

PRICE

VALUE

BSE 500

20.00

` 745.90

` 14,918.00

5,439.81

GE SHIPPING

QTY

PRICE

VALUE

BSE 500

80.00

` 211.20

` 16,896.00

5,439.81

BSE 500

INCREMENTAL CHANGE

% WEALTH CREATION

1,917.98

54%

TOTAL VALUE

INCREMENTAL VALUE

% WEALTH CREATION

` 31,814.00

` 11,949.00

60%

Page 15: India Spin Off Fund

ABOUT UNIFI

Unifi Capital Private Limited is a specialized portfolio management company based in Chennai with offices in Bangalore, Hyderabad, Mauritius and UAE. It is managed by a core team of five experienced capital market professionals who co-founded the company in 2001 along with the principal founder and Chief Investment Officer, Sarath Reddy.

UNIFI’S OTHER INVESTMENT STYLES INCLUDE:

STYLE NAME INVESTMENT STRATEGY TARGET RETURNS

Alternate Investing(Event Arbitrage)

Special Opportunity Fund

Delisting Opportunity Fund*

Open Offers/Buybacks

Concentrated value picks, Bottom Up Approach

Dynamic Management: Stocks from three sectors

Sector Trends Fund

15%

Nifty +X%

2X in 2-3 years

50% in 2 years

_

_

Unifi manages funds for several high net worth families in India and overseas. Its client-centric approach rooted in building enduring relationships has generated immense goodwill that continues to propel growth. Unifi also advises international institutional capital managed by its Investment Management subsidiary in Mauritius.

Unifi offers multiple customized investment opportunities to its clients through the low risk moderate return ‘Event Arbitrage’ style being the flagship. Building differentiated styles that offer stable absolute returns or superior relative returns with high levels of personalization and customer service is fundamental to Unifi’s portfolio management approach.

It rigorously follows a disciplined investment process and places utmost focus on safety of client’s capital. Unifi is regulated by Securities and Exchange Board of India (SEBI) and its overseas subsidiary is regulated by Financial Services Commission (FSC), Mauritius.

Value companies where the insider is buying back

Realty & Related Fund Invest in Realty and Related sectors

Insider Shadow Fund

Passive holding of strong companies with delisting potential

UNIFI CAPITAL PRIVATE LIMITED 13

Page 16: India Spin Off Fund

Sarath Reddy +91 98410 39884 G Maran +91 98410 96034 Glenn Roger +91 98840 21059

Christopher Vinod +91 96322 44747

Prabhakar +91 98496 69488

Ajo George 971-50-2037486

Sudhan 971-50-7251418

UNIFI CAPITAL PVT. LTD.11, Kakani Towers, 15 Khader Nawaz Khan Road, Nungambakkam, Nungambakkam High Road, Chennai – 600006. INDIA.Ph: +91 - 44 – 3022 4466, 2833 1556 Fax: +91 - 44 – 2833 2732

SEBI - PMS Reg No. – INPO 00000613

CHENNAI

BANGALORE

HYDERABAD

MAURITIUS

UAE

www.unificap.com

CapitalPrivate Limited