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2waytraffic Acquisition Opportunity

GEC Presentation

TokyoJanuary 30, 2008

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Executive Summary

SPE has the opportunity to become a leading global player in the high-growth, high-margin non-scripted light entertainment market

• SPE is actively building its footprint in light entertainment– Successful formats command high margins and a long-term steady income stream– Fastest growing segment in international TV due to high audience interest, ratings

impact and attractive margins for broadcasters– SPE has made strategic investments in key markets as well as grown organically – A further large acquisition in this space would enable SPE to be a dominant player

• 2waytraffic is

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Economics of Light Entertainment

85 81

3643 37

69

0

20

40

60

80

100

2005 2006 2007

($ in

MM

s)

Revenue EBITDA

1,200

180

1,500

215

1,950

175

0

500

1,000

1,500

2,000

US

$ M

M

2005 2006 2007E

Revenue EBIT

`

1,275

135

1,500

170

1,725

200

0

500

1,000

1,500

2,000

US

$ M

M

2005 2006 2007E

Revenue EBIT

`

• Endemol and Fremantle are the leaders in

global light entertainment

• Growth driven by hit light entertainment

formats: Idol for Fremantle; Big Brother, Deal

Or No Deal and others for Endemol

• Endemol acquired in 2007 for $4.5BN;

Fremantle estimated to be worth $1.5-2BN

• Other examples: U.S. start-up producer

Reveille (The Biggest Loser) recently

acquired for over $125MM

Successful formats create high margins and significant asset values

Endemol Fremantle

• SPE’s top light entertainment formats Wheel

of Fortune and Jeopardy! have been highly

successful and generated $630MM in

revenues and $350MM in EBITDA over the

last 3 years

• At its peak in 2005, Endemol’s Big Brother

format generated revenue of over 200MM

per year

170

118

68

104

62

111

0

50

100

150

200

2005 2006 2007

US

$ M

M

Gross Margin: 26% 24% 24% n/a n/a n/a

EBIT Margin: 15% 14% 9% 11% 11% 12%

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Trends in Worldwide TV Production

• Non-scripted formats – particularly Reality Shows and Game Shows - are the fastest growing

segment in global TV– 27% of U.S broadcast time is now occupied by Reality TV, up from 8% 5 years ago– Global formats market estimated at over $3BN, vs. $1.8BN in 2002

• Broadcasters increasingly rely on hit formats– Biggest ratings impact globally from shows such as Idol, Big Brother, Who Wants To Be A Millionaire,

Deal or No Deal, Next Top Model, etc..– Shows are easy to localize– Low cost compared to scripted entertainment

• Formats differ from scripted shows in many important aspects– Interactivity increasingly important– Formats have shorter life span than scripted shows

Non-scripted Light Entertainment formats are increasingly relevant to broadcasters and are driving global growth

Non-Scripted36%

Scripted46%

News18%

Reality Show27%

Variety18%

Talk5%

Game Show17%

Event28%

Comedy5%

2007 Worldwide TV Programs by Genre

2007 Non-Scripted TV programsby Type

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SPE’s Light Entertainment Strategy To DateSPE is implementing a Light Entertainment strategy, in addition to its traditional focus on scripted comedies and drama

Latin America

GermanyRussia

ChinaItalySpain

U.K.

France

Hong Kong

U.S.

Netherlands

Strategic Goals: • Build a global pool of light entertainment creators and developers

– Pursue strategic acquisitions for faster growth• Increase emphasis on markets with proven creative credentials (U.S., U.K., Netherlands)• Facilitate collaboration and cross-pollination between operations• Leverage SPE infrastructure for global distribution

To further accelerate growth and become a major player in the Light Entertainment business, SPE needs to pursue larger acquisitions

– Slower, more organic growth would require less investment capital, but rapid consolidation of major players creates a serious execution risk

Current SPE Production Infrastructure:

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Recent Light Entertainment Initiatives

• Maximize revenues from Wheel of Fortune and Jeopardy!• Create formats for GSN• Strategic alliance with well respected producer Michael Davies – developed successful

format Power of 10• Potential acquisition of Davies’ company Embassy Row

U.S. Initiatives

International Initiatives

• Acquired French game show producer Starling in 2004 for $35MM (€25MM) – became cornerstone of SPE’s French operation and meeting projected business plan EBIT since acquisition

• Acquired 51% of Russian producer Lean-M for up $27MM (partially earn-out) in 2007– Very strong first year of operation, EBIT of $8.2MM in CY 07, vs. plan of $5.2MM

• Smaller investments: 15% minority stake in major U.K. producer Shine, 51% of up and coming Dutch producer Tuvalu, preparing start-up capital for newly formed producer Boom in the U.K.

• Assessing additional opportunities in Germany, Poland and other markets

US$ MM Plan Actual Plan Actual Plan Actual Plan Actual

EBIT 2.0 2.8 2.1 2.2 3.4 3.5 5.9 6.1

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The 2waytraffic Opportunity

• 2waytraffic is comprised of four main business lines:

– TV Format Licensing and Production (incl. worldwide rights to the hit format Who Wants To Be A Millionaire?)

– Participation TV: traditional Call TV and new business model Participation Advertising

– Mobile content production and distribution

– Digital content and services

• Founded in 2004, the company has a 42% public float on London’s AIM stock exchange

• An acquisition would establish SPE immediately as a significant player in the lucrative, high-margin

global light entertainment business

– 2007 Revenue of approx. $104MM and recurring EBITDA of $31MM (30% EBITDA margin)

• We recommend to acquire 2waytraffic at a total consideration of $353MM ($225MM upfront payment

+ $31MM earn-out based on Sony base case + $96MM debt)

– Expected post-tax NPV of $103MM (at a 10% cost of capital) and a 20% IRR (Sony base case)

SPE is proposing to acquire the Dutch light entertainment company 2waytraffic

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Strategic Rationale for Investment

• 2waytraffic’s strong game show formats would establish SPE immediately as a major Light

Entertainment player

– Capitalize on Millionaire format and other attractive assets

– Strong combined game show catalog

– Leverage experienced production talent in 2waytraffic

• 2waytraffic’s strong formats sales group is a well fitting complement to SPE’s global production

infrastructure

– Proven sales executives from Celador and Endemol, very well respected in the market

– Sales presence geographically complementary (2waytraffic has strong presence in key growth markets

including China, Turkey, Russia, India)

• Proven capability to provide interactive features to their own and SPE’s light entertainment shows

• Strong track record in establishing innovative new business models with high margins

– Pioneers in Call TV business in Europe, now exploring new concept of Participation Advertising in the US and

other markets

– Mobile content and mobile advertising, as well as digital games

• Sony United Opportunities: possibilities for multi-platform exploitation with Playstation, Sony

Electronics and Sony Ericsson

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Strategic Complement

Boom

Creative & Development

Production for local

broadcaster

Interactive Monetization(in-program,

mobile, online)

Worldwide format

distribution

Offline monetization

U.S.U.K.GermanyFranceItalySpainLatin America

Embassy Row/Michael Davies

• In-program applications

• Mobile

• Online

• Leverage of Millionaire relationships

• Global sales force

• Leverage of Millionaire relationships

• Merchandise

• Leverage of Millionaire relationships

SP

E P

oo

l2w

ayt

raff

ic • 2waytraffic creative

• Intellygents

• The Usual Suspects

2waytraffic is very powerful addition to SPE’s production value chain

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Diversified Revenues

Type of Revenue Territories

2008E Rev and % of

TotalDescription

Format licensing

Worldwide$29.5MM(27.6%)

• Programme and format sales via offices in the UK and Netherlands

• Millionaire & other Celador formats (e.g. Brainiest, You Are What You Eat), and original 2waytraffic formats (e.g. 50:50 (Millionaire spin-off), F.A.B.S.)

• Creative in-house teams Intelligents and The Usual Suspects

TV Production

U.K., Benelux$18.9MM (17.7%)

• Production of Millionaire in U.K., other shows in Benelux

In-program interactive

Worldwide$5.8MM (5.5%)

• Provide SMS and online interactive features to catalogue of game show formats

Call TV Worldwide$11.3MM (10.6%)

• Low-cost, non-formatable call-in shows. Prior driver of growth, until recent industry-wide problems in major European territories; planned expansion into new territories, notably China, Indonesia and Russia

Participation Advertising

U.S.$6.6MM (6.2%)

• Qualified lead generation model

• New business model innovation, in test phase. Launched in U.S. in November 2007.

Mobile Worldwide$26MM (24.4%)

• Subscription business model selling mobile content directly to end-users and B2B advertising services to government organisations and corporations

• Mobile applications for 2waytraffic formats (e.g. SMS Millionaire games)

• Projected growth area, significant portion of revenue from the US

Source: Company data, interviews; Note: table excludes $8.7MM of other revenues from Merchandising, Digital TV, and Music Publishing (8.2% of total revenue in 2008E)

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Financial Analysis: Management Case

• Aggressive growth in all business lines over the forecast period, particularly growth in new, untested business lines of participation advertising and mobile businesses

• EBIT affected by amortization expense of intangible assets (predominantly Millionaire and other formats)

The financial projections provided by 2waytraffic management are highly aggressive

Projections, $’000 Growth, %

Year to 31 December CY 07E CY 08E CY 09E CY 10E 07/08 08/09 09/10

Total revenue 103,754 129,168 159,733 188,162 24.5% 23.7% 17.8%

Gross Profit 53,902 64,586 74,315 85,421 19.8% 15.1% 14.9%

Margin, % 52.0% 50.0% 46.5% 45.4%

EBITDA 30,857 40,009 45,069 53,417 29.7% 12.6% 18.5%

Margin, % 29.7% 31.0% 28.2% 28.4%

Depreciation (896) (1,883) (1,815) (1,772) 110.2% -3.6% -2.4%

Amortisation (28,964) (28,964) (28,964) (18,829) 0.0% 0.0% -35.0%

EBIT 998 9,163 14,290 32,816 818.6% 56.0% 129.6%

Margin, % 1.0% 7.1% 8.9% 17.4%

Net Interest (7,302) (6,061) (5,019) (3,529))

Profit Before Tax (incl. one-offs) (886) (952) 9,271 29,287 7.4% n/m 215.9%

Tax - - (3,245) (10,150)

Net Earnings (886) (952) 6,026 19,037 7.4% n/m 215.9%

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Financial Analysis: Sony Case

• Assumes flat performance of the TV format business and a significant reduction to Mobile and Participation Advertising businesses

• Synergies assumption: no synergies in 2008; revenue enhancement of 10% of the TV business revenues from 2009 onwards at a margin of 30%; no cost synergies

• Immediately accretive to Sony EBIT: expected to provide EBIT after PPA of $5.1MM in CY 08 and $9.6MM in CY 09

After detailed due diligence, SPTI established a more conservative base case

Projections, $000 Growth, %Year to 31 December CY 07E CY 08E CY 09E CY 10E 07/08 08/09 09/10Circa revenue 103,754 106,771 120,624 135,605 2.9% 13.0% 12.4%

Revenue Synergies 6,377 6,987 - - -Total Revenue 103,754 106,771 127,001 142,593 2.9% 18.9% 12.3%

Circa EBITDA 30,857 35,896 38,479 43,966 - - -Revenue synergies - 1,913 2,096 - - -Cost synergies - - - - - -

Total Recurring EBITDA 30,857 35,896 40,392 46,063 16.3% 12.5% 14.0%Margin, % 29.7% 33.6% 31.8% 32.3% - - -

Depreciation (896) (1,875) (1,794) (1,734) - - -Amortisation (28,964) (28,964) (28,964) (18,829) - - -

Total Recurring EBIT 998 5,058 9,634 25,500 407.1% 90.5% 164.7%Margin, % 1.0% 4.7% 7.6% 17.9% - - -

Net Interest (7,302) (6,108) (5,135) (3,767) - - -Profit Before Tax (incl. one-offs) (886) (5,104) 4,500 21,733 475.8% (188.2)% 383.0%Tax - - (1,575) (7,606) - - -Net Earnings (incl. one-offs) (886) (5,104) 2,925 14,126 475.8% (157.3)% 383.0%

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Sum-of-the-Parts Valuation

• Implied sum-of-the-parts Equity Value per share is 91p

Based on the Sony case, the enterprise value of 2waytraffic is approx. $335MM, with 61% ascribed to the Millionaire franchise

OtherTV &

Ancillary

Call TV Participation Advertising

Group EV Net Debt(1)Mobile Content

Market Value

Implied Equity Value

19% premium to the current

market value

$204m

WWTBAM

$53m$19m

$16m$19m $0m

$334m $96m

$238m

$200m

Synergies

21% premium to the current

market value

$197m

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Offer Structure – based on Sony Case

Public / Institutions

Private

InvestorManagement TOTAL

% Holding 42% 27% 31% 100%

Pay-Out at Closing

$119MM $56MM $49MM $225MM

Implied Premium at Closing

(46% premium to market)

(6% premium to market) n/a Blended price of 105p at 39% premium(2)

% of Shares Rolled-Over for Earn-out

0% 0% 50%16% of shares and

18% of value(2)

Total Amount of 3-Year Earn-Out (1) $0 $0 $31M $31MM

Total Deal Proceeds(1) $119MM + $56MM + $81MM = $256MM

$96MM

$353MM

+ Net Debt:

Total SPE Consideration:

(1) Assumes management achieve the Sony Base Case EBITDA over the 2008 – 2010 earn-out period

(2) Assuming management gets paid 120p upfront to arrive at the blended offer price for the 100% of the equity at closing

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Earn-Out Scenarios Under Varying Performance

($ MMs)Implied DCF

Value (1)

Upfront SPE Investment**

Earn-out Payments

DebtTotal SPE

InvestmentSPE IRR

Management Base Case

$442 $225 $60 $96 $382 24%

Sony

Base Case$370 $225 $31 $96 $353 20%

Downside Case $274 $225 $7 $96 $328 6%

The earn-out payments provide downside protection for Sony and upside incentives for management

**Note: Does not include transaction fees. Based on 110p offered to Institutions, 80p offered to Henk Keilman and 60p offered to management for 50% of share upfront. Management is required to roll-over 50% of shares in an earn-out scheme. Earn-out payment is capped at the total implied value of 135p per share

(1) At 10% WACC and 2% perpetuity growth rate

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Potential Risks and Mitigators

RISKS MITIGATORS

Regulatory:

• Call TV under pressure in key markets • Revenue mix increasingly less dependent on traditional Call TV (less than 20%)

• Re-focus on emerging Call TV markets, such as Eastern Europe and China

• UK production arm could lose Qualified Independent Status after SPE acquisition

• Strength of Millionaire format expected to help overcome Independence concerns

Operational:

• New, untested business models do not perform as management expects, and/or Millionaire format loses appeal faster than expected

• Earn-outs provide some downside protection to SPTI• Management has strong track record in identifying

and exploiting new business opportunities

• Key management retention and incentivization • Attractive upside potential for management in case of over-performance

• Complex integration could cause delays and distraction

• Integration plan and operational responsibilities post-transaction will be agreed with 2waytraffic before deal closes

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Next Steps

• Finalize outstanding deal points

– Treatment of certain employee shares, limited materiality - $5-6MM

• GEC/Sony Board approval on January 30th / 31st

• Finalize legal and financial diligence

• Finalize operating structure

• Draft offer documentation (including announcement, offer document, earn-out agreement and irrevocable undertakings)

• Finalize offer

• Close transaction