Positive market growth, strong competition and potential for ZON
Transcription
Positive market growth, strong competition and potential for ZON
MASTERS IN FINANCE EQUITY RESEARCH ZON MULTIMEDIA COMPANY REPORT TELECOMMUNICATIONS STUDENT: LUÍS CORREIA 06 JUNE 2011 [email protected] Positive market growth, strong competition and potential for ZON Recommendation: BUY Price Target FY11: 4.30 € Price (as of 11-Jul-11) 3.57 € The fight for the best fibre network § Our study of the company ZON Multimedia indicates a price target of 4.30€ (BUY), an upgrade of 20.4%, relative to the th price of the 3 June 2011. Reuters: ZON.LS, Bloomberg: ZON: PL 52-week range (€) 2.77-4.12 Market Cap (€m) 1,190.023 Outstanding Shares (m) § main competitor, PT, due to the difference in the technologies used (HFC vs FTTH) and due to the market structure (ZON has been the PayTV market leader,57.9% in 2010) since the Spin off. Source:Bloomberg ZON vs PSI20 0.4 § Free Cash Flow levels will improve significantly for the next years (€0M for 2011, +€83M for 2012), because of the end 0.2 of the cycle of non-recurrent investment (Capex in long term 0 ZON contracts, the upgrade of the cable network, and Data Centre investments), initiated in 2008. Capex to revenues has been 2009 -0.2 around 35%, and we estimate a reduction to values around 20% starting next year. EBITDA margin increase of 3% expected. -0.4 § PayTV market still growing (+9.7% FY10) and high potential in Broadband (+11% FY10 and penetration rate of 51%, below Euro-average). § Triple Play strategy has been a success (55% of the ZON cable customers have 3play plans). It allowed a Blended ARPU change of + 15.2% since 2007 for €35.4 in 2010. § 309.067 ZON has a short term competitive advantage over its International expansion to Africa (through DTH). Joint venture in Angola, with SOCIP, a company owned by Ms. Isabel dos Santos (shareholder of ZON, 10% of the shares) will allow the 2010 2011 PSI20 Source:Bloomberg (Values in € million) 2009 2010 Revenues 823 872 905 EBITDA 268 289 327 Net Profit EPS (€) 2011E 45 38 81 0.14 0.12 0.25 ROIC 6.1% 4.8% 8.3% Dividend Payout 113% 135% 72% FCF 23 -25 0 Dividend Yield 4% 4% 4% EV/Sales (x) 2.02 1.9 1.87 EV/EBITDA (x) 6.2 5.75 5.08 exploration of a country with high potential and low competition. After Angola, we believe that ZON will expand to other subSaharan African countries, due to the low incremental cost, since Source: Company data and Nova Equity Research Team the satellite already installed is able to broadcast to these new countries. THIS REPORT WAS PREPARED BY LUÍS CORREIA, A MASTERS IN FINANCE STUDENT OF THE NOVA SCHOOL OF BUSINESS AND ECONOMICS, EXCLUSIVELY FOR ACADEMIC PURPOSES. THIS REPORT WAS SUPERVISED BY ROSÁRIO ANDRÉ WHO REVIEWED THE VALUATION METHODOLOGY AND THE FINANCIAL MODEL. (SEE DISCLOSURES AND DISCLAIMERS AT END OF DOCUMENT) See more information at WWW.NOVASBE.PT Page 1/36 ZON MULTIMEDIA COMPANY REPORT Table of Contents Company Overview…………………………………………...3 Shareholder Structure………………………………………...5 Technology…………………………………………………….5 Multiple Play Market PayTV market analysis…………………………………8 Impact of the acquisition of TvTel……………………11 Zon vs Meo……………………………………………..12 Digital Terrestrial Television…………………………...14 Fixed Broadband market analysis……………………15 Fixed Telephone………………………………………..17 Mobile…………………………………………………..18 Cinema and Audiovisuals…………………………………….19 International Expansion - ZAP……………………………….20 Valuation…………………………………………………….…21 Comparables…………………………………………………...30 Appendixes (Financial Statements)…………………………...32 Disclosures and Disclaimers…………………………………..35 PAGE 2/36 ZON MULTIMEDIA COMPANY REPORT Company Overview Pay Tv Market share 100.0% ZON Multimedia is a portuguese company, with main activity in areas like PayTV, Broadband and Phone (represent around 89% % of the revenues). revenues) Audiovisuals 50.0% and Cinema constitute the other business units of this firm. 0.0% ZON results from the Spin off between Portugal Telecom and PT Multimédia, Multim 2Q08 1Q09 4Q09 Grupo ZON TV CABO 4Q10 PTC th and on the 6 November of 2007, emerges this new company. The CEO is Rodrigo Costa and in 2008 it was agreed a change in the name, becoming ZON Exhibit 1;Source: ICP-ANACOM Multimedia. Pay Tv subscribers market ('000) Leader in the PayTV market with 58% market share (1.6million customers) , 3,000 ranks in the 2 2,000 nd position in the Broadband markett (33% market share) , as well as the Fixed Phone one (18.6% market share). Nowadays, it faces great 1,000 competition by the incumbent operator, PTC (Portugal Telecom), Telecom) which makes 1 the Telecoms market in Portugal gal very active and innovative. 0 2Q08 1Q09 4Q09 4Q10 Exhibit 2;Source: ICP-ANACOM on the Hybrid Fibre Cable (HFC) technology. ZON also counts with Fibre-to-the- % revenues per business unit Pay tv,broadband and phone 6% 5% These services are provided by means of of its vast cable network, mainly based Cinema home (FTTH) (and with Direct to Home - DTH)), and for this contributed the acquisition of TVTel (investment of around €98 million) in 2008, 2008 which had the greatest FTTH network at that time. Besides Besides TVTel, ZON also acquired Pluri Pluricanal Leiria,Torres Vedras and Santarém, as well as BragaTel (investment 2 around €45 million) . ZON Multimedia has strongly invested in the last 3 years 89% (around €80M per year),, in order to have an upgraded network (Upgrade for EuroDocsis 3.0 technology), technology) capable le of providing better services. The PayTv 3 4 Exhibit 3;Source: Company data, 2010 service ervice has the highest offer in terms of channels (either in SD or HD ) and an Impact of Eurodocsis 3.0 Cost per Mbps (€) ex excellent Video club service, possible through the contracts between ZON Audiovisuals and some movie studios, like Universal. The exploration of the Audiovisuals unit allows not only the access to more than 5000 movies, more 100 than the double of the main competitors’ service, service, but also important synergies 60 35 20 regarding the premium TvChannels, like Sporttv or TvCine (participations in Sport and Dreamia, both with 50% of the capital).. Sporttv 2007 2008 2009 2010 Exhibit 4;Source: Company data ZON has been losing market share in PayTV, however has been capable of sustaining its revenue levels because negative net adds of the last quarters are not very significant due to the very large market share of Zon, and on the other hand ARPU is increasing, so it balances the process. We highlight this 1 Further information on the Market Analysis section The investment made in acquisition is analysed on the section Impact of TvTel and Grupo Parfitel on Zon 3 Standard definition 4 High Definition 2 PAGE 3/36 ZON MULTIMEDIA COMPANY REPORT Exhibit 5;Source: Company data considerable increase in the ARPU, achievable with a strong commitment in Triple Play Market Shares 2009 ZON PT Cabovisão providing a good Multiple Play service. This type of service which consists in others of the old ones. Also, this has allowed ZON to increase the blended ARPU 8% 14% double or triple play is a way of captivate more clients and achieve more fidelity (nowadays in 35.4€). 35.4€). In the multiple play area, ZON is the leader, and 55.2% 55 of 45% the cable cabl clients are 3play customers. Lately, in 2010 ZON launched the new 33% software IRIS, a new way of watching TV, with several new functionalities, like Exhibit 6;Source: Company data better VOD service, new box, allows interactivity between the computer (internet) Triple Play Market Shares - 2010 and the TV, among others. This Triple play package will continue the ZON PT Cabovisão others consolidation in the leadership of the Multiple play market. Besides these three main services, in 2009, ZON launched its mobile operator, 11% 7% 44% 38% based on a MVNO (Mobile Virtual Network Operator). This consists on the utilization of the Vodafone network, after an agreement between these two operators. The other business units, Cinema Cinema and Audiovisuals, despite of generating lower Blended ARPU (€) - Zon 32 30.8 33.8 35.4 margins, are strategically important. ZON Lusomundo Cinemas has 217 cinema theatres spread by Portugal and it is seen as a cheap way of entertainment by the portuguese people. It is the market leader in this segment and also leader in terms of innovation, having introduced the digitalization of the cinema screens 2007 2008 2009 2010 Exhibit 7;Source: Company data and also the 3D digital platforms. Regarding ZON Lusomundo Audiovisuals, this area purchases and manages the movie transmission rights, allowing some Shareholder Structure - 2010 advantages in otther business units, such as Cinema or the Video Club function, Caixa Geral de Depósitos S.A 10.93% Grupo Banco Espírito Santo 11.07% Kento Holding Limited 10.00% available in ZON box (PayTV). Finally, ZON started in 2009, the process of internationalization in Angola, through a joint venture ZAP, (30% ZON and 70% Banco BPI, SA 7.76% SOCIP) due to the good relations with Ms. Isabel dos Santos, shareholder of Telefónica, SA 5.46% ZON. This project consists on DTH basis, where a satellite, similar to the ones on used in Portugal, broadcasts broadcast to the African market. Cofina SGPS, SA 4.91% Grupo/Fundação José Berardo 5.63% Joaquim de Oliveira Ongoing Strategy Investments Estêvão Neves SGPS, SA Cinveste, SA Grupo Visabeira SGPS, SA SGC, SGPS, SA Credit Suis e Group AG Free float total 4.84% 3.45% 2.94% 2.82% 2.15% 2.00% 1.83% 24.21% 100.00% ZON’s management is considering the expansion for other african countries in the future, since sin it has low incremental costs. This way, with the same satellite, ZAP can broadcast for these new countries. countrie Exhibit 8: Shareholder Structure Source: Company data PAGE 4/36 ZON MULTIMEDIA COMPANY REPORT Shareholder Structure As we explained before, the creation of Zon was due to the spin-off between PT and PTM (now Zon). This leads to the fact that the shareholders of PT at that time were similar to the ones of the new company, Zon. So, we can find that Telefónica, Grupo Espírito Santo, Caixa Geral de Depósitos and Grupo Visabeira are present in the capital structure either in Zon or PT, with important positions. Then, in December of 2009, an important change in the shareholder Exhibit 9;Source:Useit.com,2009 Nielsen's Law of Internet bandwidth structure occurred. Kento Holding Limited, owned by Ms Isabel dos Santos bought 4.53% of ZON. Currently, Kento has 10% of the ZON’s shares and this entrance of Ms Isabel dos Santos had great importance. We believe that the International expansion, of ZON, namely in Angola, was triggered by this event. The remaining shareholders and respective percentages are illustrated on table 8. Also related to this topic, are the news and rumours, in 2009, about a possible merger between Sonaecom and Zon. It was not a good solution by Zon shareholders’ perspective. One of the reasons was that this merger could worsen the situation of PT (the main competitor) and the benefits gained by the shareholders of Zon with the merger would be balanced with some more competition that would threat PT. Even though the entrance of Ms Isabel dos Optical fibre Exhibit 10;Source:Howstuffworks.com Santos is important and is believed that she is favourable to a possible merger, we believe, according to the news published on the last two years, that a merger for the next months is unlikely. Moreover, the president of Sonaecom Paulo Azevedo (Sonaecom was the most interested part in the merger) told to the press in March of 2011, that in his opinion the hypothesis was in stand by and would not consider the option of the merger in the upcoming period. The technology The intense competition between the different operators (mainly ZON and PTC) can be noted not only on the advertisings and market shares evolution but also on the type of technology used and its investment for constant upgrades. The hot topic of the moment, regarding the Telecommunications sector, is the fibre optic and the different speeds and bandwidths offered by each one of the competitors. In this section, one can see a brief definition of the different technologies and how they work. First of all, the society is becoming more and more demanding PAGE 5/36 ZON MULTIMEDIA COMPANY REPORT 5 (figure 9 ) regarding quality of TV services and Internet connection speeds and the previous technologies (copper) will not be capable of providing such characteristics. A new trend that makes this new scenario possible is achievable through the use of the NGN (New Generation Networks). These ones are based on fibre optic lines (exhibit 10 ), strands of very clean and pure glass, with the thickness of approximately a human hair and able to move digital information for many kilometers. Nowadays, there are four big groups of access networks available in Exhibit 11; Source:Useit.com,2009 Version the market: Wireless (UMTS, LTE, Satellite and others); xDSL; Technologies No of carriers in downst ream No of carri ers in Upstr eam Downst ream (Mbps) 1 1 50 4 4 200 8 4 400 EuroDOCSIS 1.x EuroDOCSIS 3.0 Ups trea m (Mb ps) 9 twisted metallic pair (includes FTTN/C); Hybrid fibre-coaxial (HFC) and Fibre to the end customer FTTH/B/P. We are going to focus our attention especially on the HFC and FTTH, the technologies used by ZON, PTC and Sonaecom. To start with, Hybrid fibre coaxial, the technology mainly used by ZON, mixes fibre optic cables on the main network, with coaxial cable on the distribution and 108 access network. As it is illustrated on the graph below, ZON installs fibre optic 108 cables from the Head End or Distribution centre until the optical nodes, located close to the neighbourhood and then, from the optical nodes to the home of the Exhibit 12; Some Advantages of optical fibre Less expensive Ideal for Digital signal customer, a coaxial cable provides the services requested. The use of fibre optic on the backbones allows ZON the possibility of having more data carried than with the coaxial cables. Some more advantages are presented on table 12. Thinner Less signal degradation Higher carrying capacity Less power required The HFC network is defined by the Data Over Cable Service Interface Specification (DOCSIS) which transports the digital information to a set of clients that belong to the same cell providing speeds up to 50Mbps. This speed was attainable with DOCSIS 1.0, but ZON made a big investment to update this system and the majority of the network is now equipped with DOCSIS 3.0.This new technology permits an evolution to 400Mbps per cell (which is divided by a set of customers). This upgrade for EuroDOCSIS 3.0 has impact on the network’s organization. For example, with EuroDOCSIS 1.0 the transportation of the data 5 A Study conducted by Jakob Nielsen states that a high-end user's connection speed grows by 50% per year. The trend line has been verified along the years, as it is shown on graphic 9. PAGE 6/36 ZON MULTIMEDIA COMPANY REPORT was made through one carrier, while with the update for 3.0, it is made with help of 4 or 8 carriers (depending on the speed – table 11) originating a change in cable spectrum management. A disadvantage of this service (and we can see many complaints about that on forums of the speciality) is that the broadband is divided by a set of customers, so the speeds achieved in Internet connection depend not only on a customer usage of the network, but on the usage of all the customers that are receiving data from the same cell. The variation of real speeds verified is higher than in other competitors because it also depends if the other users that Exhibit 13; Types of FTTx; Source: Howstuffworks.com “share” the same node/cell are heavy users or not. Sometimes, in order to prevent this high traffic on the same node (because the customers of that particular node are heavy users), ZON installs more nodes, in order to decrease the number of customers served by the same node. The objective is to normalize the traffic, allowing speeds close to the ones contracted. Now, moving to the analysis of the technology used mainly by the competitors of ZON (PTC and Sonaecom), it is important to consider that Fibre-to-the-home (FTTH) is exclusively made by fibre optic. A connection based only on fibre optic is better (in terms of speed and reliability) than HFC and, FTTH is believed to be the big trend for the future. Source: ICP-ANACOM This consists on the deployment of fibre optic from the central to the home of the customer. Unlike the HFC, with this technology, the digital information is carried 100% by fibre optic leading to more quality for the client. As it can be seen from the figure 13, there are many variants of the use of fibre, namely the term FTTx can be divided into: the above mentioned FTTH (fibre to the home) 100% fibre 6 7 until the customer; FTTC (fibre to the curb); FTTB (fibre to the building); and 8 FTTN (fibre to the node). 6 FTTC-the optical cable is left from 200 to 400meters of the home of the client FTTB- the fibre optic ends at the building and then the remaining meters until reaching the house of the customer are covered through copper or coaxial 8 FTTN - the fibre optic terminates usually at the entrance of the neighbourhood and the remaining distance (from the node to the customer’s house - few kilometres) is carried by copper. 7 PAGE 7/36 ZON MULTIMEDIA COMPANY REPORT Once again, even though the majority of the access network of ZON is based on the technology HFC, ZON has also some points of access that permit the technology FTTH. The acquisition of TvTel by ZON, in 2008, potentiated the appropriation of TvTel’s fibre optic network which was the largest in Portugal, at 9 that time .Besides that, in 2010, ZON established a contract with Alcatel-Lucent Exhibit 14; Source: John A. Brouse, Jr. Director of Network Implementation Charter Communications, Inc. Cost per Mile of Outside Plant Life-Cycle Cost Analysis HFC vs FTTH PON where with the help of this French company, it will be installed a GPON network, based on the FTTH technology, in order to provide more bandwidth. All in all, there are some advantages and disadvantages regarding the use of these different technologies and from the corporate point of view, a strategic cost vs revenues analysis has to be made. A study conducted by the International Telecommunication Union (ITU) shows that the investment necessary in the short term for HFC networks is reduced, comparing with the introduction of FTTH. Implanting FTTH is more expensive in the short-run, because it is necessary to install the fibre optic over the last links from the existing fibre optic cables to the house of the client. Moreover, the cost of the last meters of fibre HFC PON optic installation grows exponentially. This results in very large investments (it is required to replace the old cables by new ones), resulting in the abandonment of the old cables, since they get useless, and also very prolonged times to deploy. On the other hand, and this is one of the biggest advantages of ZON, the HFC network allows incremental changes in order to update the network (example of 1 2 3 4 5 6 7 8 9101112131415161718192021 Years in Operation the upgrade from DOCSIS 1.0 to 3.0). This way, ZON can provide speeds up to 400Mbps for downloads (108Mbps for uploads) with relative low cost. Furthermore, by the fact of this technology being demand driven, whenever the speeds offered to a set of customers are below the normal, ZON can install more nodes, to bring back the speed per user to normal levels again, only on that “heavy users’ area”, enabling a significant costs saving. Pay TV market The Pay TV market in the last years has been changing significantly and it is expected to continue a sharp evolution in terms of quality of the contents (constant upgrade in technologies), prices offered by the operators and finally in the number of subscribers. There is definitely a market before the Spin-off of PTM and another one after the Spin-off (2007). Today’s trends are being clearly defined by intense competition between the two main operators (ZON and PTC) 9 This topic will be developed further on PAGE 8/36 ZON MULTIMEDIA COMPANY REPORT and we believe that in the future, the domination of these groups will be even higher. Nowadays, there are different tecnhologies available in the pay tv 10 market: CATV (Cable TV) by means of the hybrid fibre coaxial platform; DTH (Direct to home Satellite Television); Internet Protocol Television (IPTV) and Exhibit 15; Source: ICP-Anacom digital terrestrial television broadcasting system (DVB-T); FTTH (Fibre to the Total subscribers of the PayTv service Home); 3 generation mobile networks; and the new Digital Terrestrial Television rd (DTT) which will have a deep impact from 2012 onwards, as we will see on the 3,000 DTT section, further on. 2,000 1,000 For a better understanding of the global pay tv market, we believe it is 0 important to make a brief explanation about the market, divided by each type of 2T08 1T09 4T09 1T10 4T10 technology. Starting by the CATV, with the help of figure 16 , one can observe that the number of subscribers has been decreasing during the last 3 years (1.438million in 2010). In this platform, (unlike the global pay tv market as it will be shown a few pages next) a slowdown has been noticed and the forecasts for Exhibit 16; Source:ICP-Anacom Subscribers of the cable TV service (thousands) the next quarters are in line with the recent past, so we think that this segment will stay constant with a slight negative trend. These forecasts will have special impact in our valuation, since ZON is the company that has the majority of the 1,500 1,450 1,400 1,350 1,300 1,250 market share and big part of revenues come from this segment. Regarding DTH Satellite Television, the scenario is relatively different from the previous one. Through figure 16-A, a notorious evolution is seen, having reached the number of 670,000 customers. An interesting note for the report is the fact of the more developed regions like Lisbon or Oporto have much lower rates in this segment (DTH) than the less developed ones, like the regions of the Exhibit 16-A; Source:ICP-Anacom Subscribers of the DTH service (thousands) 800 interior of Portugal. For example, the percentage of subscribers of DTH in Lisbon is only around 10%, compared to 47% in CATV, and this is due to the fact that the cable network in the interior of Portugal is not so extensive and developed as it is in the big cities. 600 400 Moving to another technology, FTTH is currently the one with the 200 biggest potential. Big investments have been made by the operators (especially 0 PTC) and even by the government with the plan to equip Portugal with a large fibre optic network which. FTTH is more recent than the previous technologies analysed and it is yet in an early stage, not being offered all over the country. The service is offered by PTC, Sonaecom and ZON and there are currently around 143,000 customers. Once again, Lisbon and Oporto have the vast majority of FTTH subscribers (87%). We predict that in the next 5 to 10 years, the competition in this area (and also HFC) will be very high, and a big part of the 10 DTH - available since 1998, it consists in an alternative to cable where the customers have to buy a satellite dish, a receiver and an access card. PAGE 9/36 ZON MULTIMEDIA COMPANY REPORT other technologies’ clients will change to this one. So, the operator which can assure the best service in this segment will have a big competitive advantage, in our opinion. Finally, there is the public telephone network (xDSL/IP) and three main competitors can be identified. Sonaecom, PTC and Vodafone .Using the table Exhibit 17; Source:ICP-Anacom 17, it is possible to observe the fast expansion of this service. Driven by the strong action of PTC (Meo), nowadays, this market counts with around 523,000 Subscribers of the xDSL/IP e FWA services (thousands) 600 500 400 300 200 100 0 customers and the tendency is to keep growing. As we said, the whole market has been evolving and a good indicator is the constant increase in the number of subscribers. (table 15) Besides these services there is another one, offered by ArTelecom, which is FWA (Fixed Wireless Access), but we are not going to focus our attention beyond this note, since it is a small segment, a small operator, and ZON does not operate through this technology. 2Q084Q081Q094Q091Q104Q10 As a result of these different segments, we can understand better the global Pay Tv market. The data provided on tables 19 and 15 indicate the total number of Pay Tv subscribers and it is a clear demonstration of the evolution of Exhibit 18; Source:ICP-Anacom Subscribers of the FTTH service (thousands) this service along the quarters and good news for this industry. The growth was mainly driven by FTTH and xDSL/IP (even though ZON is not competing on this segment) which represented 97% of the new customers in the 4Q2010. 200 We are cautiously optimistic about the future of ZON, since we believe 150 the market still has potential to explore. 100 50 A more detailed analysis has to be performed, in order to justify our 0 optimistic reasoning. A very important statistic is the penetration rate, provided by 1Q074Q074Q081Q094Q094Q10 ANACOM, which is visible in graph 19. By itself we can only have an idea about the rate of Portugal, around 48.5% (48.5 households subscribe Pay Tv service Exhibit 19:Trend in total number of paytv subsbribers in terms of households Source: ICPANACOM,INE; unit:subscribers per 100 inhabitants per each 100 households). However, when we add to the analysis the penetration rate of other countries, we can get a good perception about the growth potential, since Portugal is currently many percentage points below its european peers. We believe that even though Portugal is facing a severe crisis (Portuguese people will be punished by the austerity measures and lose disposable income), the trend will be that Portugal will follow the more developed countries in terms of penetration rates and increase the actual level of 48.5%. In fact, Portugal has one of the highest values in respect to the time spent watching TV, so we believe the PayTv service has big importance in the day to day life of the portuguese family. Hence, this will be an area that will suffer few losses in terms of subscribers. Our only remark goes only to the case of a change for more PAGE 10/36 ZON MULTIMEDIA COMPANY REPORT lower income plans (and less premium channels) in case of financial distress of the families, leading to a possible decrease in ARPU levels. PayTV market share Grupo ZON TV CABO PTC 4Q10 4Q11 E 4Q12 E 4Q13 E 4Q19 E 4Q20 E 4Q21 E 57.9% 53.9% 51.9% 49.9% 45.4% 44.9% 44.4% 29.9% 34.3% 36.6% 39.0% 45.7% 46.5% 47.4% Exhibit 20; Source:ICP-Anacom Cabovisão 9.4% 9.1% 8.8% 8.5% 6.7% 6.4% 6.1% PayTV Penetration rate in Europe Optimus (exSonaecom) AR Telecom 1.1% 1.1% 1.2% 1.2% 1.5% 1.6% 1.6% 0.9% 0.8% 0.8% 0.7% 0.4% 0.3% 0.2% Vodafone 0.7% 0.6% 0.6% 0.5% 0.2% 0.2% 0.1% Others 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% Source: Anacom and Nova Equity Research Team (estimates) Impact of TvTel, Bragatel and Pluricanal – Leiria and Santarém As we described before, in 2008, Zon acquired Bragatel and Pluricanal Leiria and Santarém, regional TV and Internet providers. According to Zon, it was an important step that would allow not only market share expansion, but also Exhibit 21; Source:ICP-Anacom synergies regarding TV content management, marketing and decrease of other Penetration of PayTV services by technology compared to total households administrative and general costs. 178 thousand homes passed, around 26 thousand Tv subscribers and 11 thousand Internet clients were the key indicators at that time. Besides the acquisitions of these companies, an investment of Centre Alentejo Madeira Portugal Cable 48Million €, Zon also invested in the acquisition of another regional pay DTH tv/internet provider company, TvTel. This company operated mainly in the region of Oporto, had 260 thousand homes passed in Oporto and 60 thousand homes FTTH 0 100 passed in Lisbon, with particular emphasis to the cable network in Lisbon which Others 200 was at that time, the vastest FTTH network in Portugal ( one of the main positive aspects with this acquisition in our opinion). 74 thousand was the number of total Exhibit 22; Source:Company data (Thousands) RGUs 2834.3 Impact of the acquisitions 147.9 Subscribers 1525.1 88.5 1613.5 495.8 0 495.8 479 40 519 327.1 19.4 346.6 7.2 0 7.2 TV Digital Broadband Voice VoiceMobile 4Q08Zon subscribers of this company, that allowed revenues around 21Million € in 2007 4Q08Total and EBITDA margin of 40%. Table 22 illustrates the impact of the acquisitions in terms of the main operational key indicators. Exhibit 24-A; Source: Nova Equity Research estimates 2982.2 Grupo Parfitel units homes passed (mn) 0.178 178000 Tv clients (mn) 0.026 26000 Internet clients (mn) 0.011 11000 revenues (1st semester 07) EBITDA (1st semester 07) EBITDA margin 6 2.8 Acquired by (mn €) Acquisition= (9.7*EBITDA) 46.7% PAGE 11/36 48 ZON MULTIMEDIA COMPANY REPORT Exhibit 23; Source:Nova Equity Research estimates However, in our analysis we will try to go in more detail and assess if these depreciation rate 55.0% investments (particular emphasis for TvTel, because it was a bigger and more tax rate 26.5% important acquisition) were a good decision and brought value to the Exhibit 24; Source: Nova Equity Research estimates shareholders of Zon. Even though we have very few available information, we Grupo Parfitel tried to estimate the FCF of the group Parfitel (Bragatel, Pluricanal Leiria and EBITDA (mn €) 4.94 D & A (55%* EBITDA) 2.72 EBIT 2.22 announcements when the acquisitions were performed. The main assumptions EBIT* (1-t) 1.63 are illustrated on the tables on the left. We assumed the Capex would be similar Gross CF 4.35 to the depreciation, estimated net working capital around zero and got the gross Capex (approx D&A) 2.72 ∆ NWC (approx 0) 0.00 Gross Investment 2.72 FCF (mn €) 1.63 WACC 6.5% as the cost of fibre optic deployment per home , or the increase of +30% in CF generated by Parfitel 25.14 TvTel’s revenues, after the acquisition. This way a peremptory conclusion is not Santarém) and Tvtel starting on the EBITDA that was known through the investment. Finally, we obtained the FCF and used the DCF method in order to evaluate the projects. In this process, we analysed some scenarions, since it was difficult (due to the very limited information) to get enough data to perform a very detailed and accurate valuation. So, the valuation and different scenarios proposed for TvTel are based in some assumptions, made after research, such 11 achieved by us. The impact will depend on the different scenarios verified, that NPV (without synergies) -22.78 Exhibit 25; Source: Nova Equity Research estimates TvTel we systematize on exhibit 25. TvTel Exhibit 24-B;Source: Nova Equity Research estimates units EBITDA (mn€) 8.40 D & A (55%* EBITDA) 4.62 EBIT 3.78 EBIT* (1-t) 2.78 Gross CF 7.40 Capex (approx D&A) 4.62 ∆ NWC (approx 0) 0.00 A sensitivity analysis with different values for the WACC is presented Gross Investment 4.62 on the appendixes (see table 59). Finally, one can see that the NPV can be FCF (mn €) 2.78 WACC 6.5% CF generated by TvTel 42.74 homes passed (Oporto) (mn) homes passed (Lisbon- FTTH) (mn) clients 0.26 26000 0.06 60000 0.074 74000 revenues (mn €) EBITDA margin Acquired by (mn €) 21 0.4 98 Deployment of fibre optic Capex/home 0.0008 (mn €) 800€/home either positive or negative, depending on the scenarios selected. NPV (without synergies) -55.26 ZON vs MEO A complete analysis to better understand and forecast the future must contain a description of the service provided by ZON ( what the strengths and weaknesses are) and also a comparison with the competitors. In this case we will With Synergies (some scenarios) study the principal competitor, PTC. Scenario 1 Amount saved with the FTTH network NPV As we have seen, HFC is behind FTTH in terms of bandwitdth, but ZON 48 -7.3 provides connections up to 400Mbps (through Eurodocsis 3.0), which in our opinion is adequate for the necessities of portuguese customers, nowadays, and 11 According to Anacom, in the paper “The evolution of NGN”, written in 2009, the cost of fibre optic deployment goes from €651 to €1600. PAGE 12/36 ZON MULTIMEDIA COMPANY REPORT for the next 3 to 5 years. In fact, according to some opinions read in specialty journals/magazines (Exame Informática, PcGuia, TvDigital), the speeds achievable with FTTH are very high and do not bring value added for the majority With Synergies (some scenarios) Scenario 2 Less competition and Revenues increase of the subscribers (excluding the heavy users). However, in the future, this type of technology which allows for much higher speeds (up to 1gbps) will be required +30% revenues Tvtel 27.3 new EBITDA 10.9 D & A (55%* EBITDA) EBIT EBIT* (1-t) Gross CF Capex (approx D&A) 6.0 4.9 3.6 9.6 6.0 Δ NWC (approx 0) 0.0 Gross Investment 6.0 FCF 3.6 (due to the superior contents offered, like HDTV, 3D TV and a more demanding use of Internet in terms of speeds either down or up stream). In this manner, we emphasize that it will be important to compete hardly against PTC and develop a 12 vast fibre optic network (FTTH) . Here, PTC is more advanced, having already covered around 1Million households and planning to cover 600 thousand more for this year of 2011 (it will mean around 50% of the households of Portugal). Moreover, PTC was distinguished with an award, “Deployment and Operation of WACC CF generated by TvTel NPV 0.1 55.6 FTTH Networks”,by the FTTH council Europe, simbolizing the best and most innovative company deploying fibre optic in Europe. -42.4 Although PTC has these recognized advantages, ZON still has its trumps. The High Definition offer in ZON is more extensive, including more With Synergies (some scenarios) channels, than the competitors do. In the end of 2010, 20 HD channels made Scenario 3 Increase in EBITDA margin part of the ZON offer, more than the double of its competitors. Besides this, ZON was the pioneer in 3D emissions in Portugal. If we exclude the competitors’ due to cost reduction FTTH (which is in a early stage in terms of subscribers – see market analysis new EBITDA margin new EBITDA D & A (55%* EBITDA) 0.45 9.5 5.2 EBIT EBIT* (1-t) 4.3 3.1 Gross CF Capex (approx D&A) 8.3 5.2 Δ NWC (approx 0) Gross Investment 0.0 5.2 above), ZON’s HFC is the most recommended technology for HD and 3D emissions, since HFC permits more quality than IPTV or xDSL. Considering the analysis of the Video Club, ZON is definitely the best option. ZON Lusomundo Cinemas and ZON Lusomundo Audiovisuals ( purchasing and managing movie transmission rights) make possible a clear advantage comparing to its competitors, and ZON offers around 5,000 movies on its Video Club. PTC only offers around half of them. FCF WACC CF generated by TvTel NPV 3.1 0.1 48.1 -49.9 During our research, we found an article on Exame Informática, comparing the services based on fibre of ZON and PTC (Meo). Table 26 intends to summarize the study and some comments were added, in order to explain With Synergies (some scenarios) some points we think relevant. This is one more figure that will help us to Scenario 1+2 NPV understand the customer’s mind and its possible option for ZON or PTC. 5.6 The meo BOX is much more developed, functional and intuitive, allowing better experiences while recording (ZON box crashes frequently). Also, the software of ZON box is very slow (takes too many time to change the channel/zapping) and besides that Meo box has a PIP (Picture in Picture) 12 ZON is making efforts to develop its FTTH network, as explained in the Technology section. ( Acquisition of TvTel, and new investments for the construction of more kms of FTTH are some examples.) PAGE 13/36 ZON MULTIMEDIA COMPANY REPORT system, which allows a pre-visualization every time we make zapping. Regarding Scenario 1+3 the channels, ZON offers a greater number of options, but Meo has the NPV -1.9 Scenario 2+3 new EBITDA margin 0.45 Increase in revenues 27.3 exclusivity of two important channels (Benfica TV and SIC K). To conclude, ZON has more apelative packs in terms of prices, since +30% revenues Tvtel new EBITDA D & A (55%* EBITDA) EBIT EBIT* (1-t) Gross CF Capex (approx D&A) Δ NWC (approx 0) Gross Investment FCF WACC CF generated by TvTel 12.3 6.8 5.5 4.1 10.8 6.8 0.0 6.8 4.1 0.1 62.5 NPV -35.5 the plan that provides 30Mbps costs 45€/month, while PTC the option with similar price (43€/month) only provides 12Mbps. The final result is very balanced. The overall winner is PTC (meo), but 13 the decision depends on many personal characteristics. We highlight the most important disadvantage of ZON’s HFC: “HFC is based on hundreds of subscribers sharing the same cell. So, the speed connection depends on how many subscribers are “using” the cell, leading to very low quality in “rush hours” “.One more factor that influences the perception of the client is the advertising campaigns, and according to table 27, PTC is the leader. This is the strongest reason why PTC is conquering so many market share. DTT (Digital Terrestrial Television) Scenario 1 + 2 + 3 NPV The European Union decreed that in 2012 the analogue Television 12.5 signal will be switched off. This measure will have impact in the Pay Tv market, Exhibit 26; Zon vs Meo Source: Exame Informática since the majority of the families that do not subscribe Pay Tv, will have to make nº188 an investment (around 50€ to 200€), in order to watch Television via digital 10 points to divide between ZON and PTC ZON PTC (meo) open some opportunities for the entrance of more clients in the PayTv market. Coluna1 TV Quality of image 6 4 broadcasting, more interactivity (EPG- Electronic Program Guide) and more Quality of sound 4 6 Recording (DVR) 2 8 Video club (VOD) 4 6 BOX 2 8 Channels 6 4 th 14 signal. In Portugal, the switch off will occur on the 26 April , and this event can With Digital Tv, the user will benefit from better image and sound quality in the channels, in HD. The reason why this change provides so many improvements regards with the digital compression. The “space” (radio spectrum) occupied by one single channel in analogic signal, corresponds to four in digital TV leading to more free “space”, which will be used with the above mentioned new functionalities.The license of deployment of the digital network was attributed to Internet Bandwidth 4 6 Router/Hub 8 2 Installation 8 2 Energy consumption 4 6 PTC 15 13 Personal tastes due to the offer of different channels; VOD with more movies vs VOD more functional and without crashing; Depends on the zone of the subscriber (especially with ZON, there are wide variations on speed) 14 The switch-off has already started in some zones, like Alenquer, in order to test the impact and to prepare the population for the DTT. 15 Another company (AirPlus TV, from Sweden) competed with PTC for the deployment of the digital network, but the chosen one was PTC. PAGE 14/36 ZON MULTIMEDIA COMPANY REPORT In our opinion, some of the households will analyse the Pay Tv market before making the investment Exhibit 27; Source: Marktest 16 necessary to have access to the Digital Tv, so we believe that low cost plans can have some potential for these cases. This Top Advertisers - Share of Voice (%) would lead to a possible decrease in ARPU, but at the same time, RGU’s would PTC 4.8 Modelo/Continente 4.4 Unilever 4.2 increase (in a greater proportion), leading to more revenues. Fixed broadband 2 Fixed Internet services are provided by means of three different Zon 1.6 technologies: ADSL; cable Modem; and FTTH/B. Through graphic 28, we see Danone 1.4 that this market is growing in a strong pace, having reached the number of Pingo Doce EDP 1 2,104,334 subscribers in the 4Q2010 (2.5% more than the last quarter and BCP 1 10.9% relatively to the last year). Around 98% of the clients access it via broadband, while a decreasing minority uses dial up. We forecast a continuous Exhibit 28; Evolution of Broadband clients; Source: ICP-Anacom decrease in dial up connections tending to zero, because the alternatives in the market, offer other type of conditions and dial up connections will become obsolete. Thus, the significant variation in the fixed internet services is due to the broadband connections. In the 4Q2010, 51.5% of these clients accessed via ADSL, while 41.1% via modem cable and finally others (includes FTTH/B) 7.4%. Both ADSL and cable modem acesses achieved double digit growth (emphasizing the big potential of this market), however the more expressive result was obtained by others with a growth of 179.1%, last year. This is due to the strong investment of the operators in the FTTH/B sector, and we are convinced that this technology will achieve considerable market shares in the short run. In the long run we predict a massive implementation of the fibre, leading to a decrease in cable modem and ADSL accesses. Our believe is Exhibit 29; Source: ICP-Anacom supported by some data drom the FTTH council that estimates a rate of 25.7% (household penetration), in 2015. (Graph 29) FTTH Household penetration in 2015 (estimates) France Russia Bulgaria Netherlands Finland Slovak Republic Portugal Denmark Norway Sweden Slovenia 17.20% 17.30% 17.50% 18.70% 20.10% 23.70% 25.70% 28.40% 29.50% 33% In terms of market shares, according to table 32-B PTC is the leader, with 46.8%, followed by ZON which counts with 33%. The main point here is the fact that both PTC and ZON are gaining even more market share (PTC in a stronger pace), while the other operators ( Cabovisão, Optimus, Vodafone, Artelecom and Onitelecom) are losing it. This indicates a trend of even more concentration of the market in the two big operators. More data indicating the huge potential for this market comes with the comparison of penetration rates (by % of population) between Portugal and its European peers. From table 33, one 35.80% can see that Portugal is below the european average, leading to a perspective of 16 Televisions with digital sintonizer DVB-T and able to decode signals in MPEG4/H.264 do not need the investment. (Televisions bought before 2010, probably do not possess this characteristic) PAGE 15/36 ZON MULTIMEDIA COMPANY REPORT approximation for the next years. Of course we see this as an opportunity for ZON to expand its number of RGU’s and its revenues. In our opinion, also proved by a study made by ANACOM, ZON Internet service is a good option in the market, capable of collecting more clients. Next, we show our conclusions based on “Estudo de Aferição da Qualidade do Serviço de Acesso à Internet de Exhibit 30; Source: ICP-Anacom; IVR stands for Relative Speed Index IVR - downloads (%) banda larga” by ICP – ANACOM and also ESCSI Portugal “A satisfação do cliente no sector das comunicações”. Tables 30 and 31 provide information about the Index of Relative Speed Connection 17 and ZON has good performances. On the first table we see a slight advantage for SAPO (PTC) in 100% 80% 60% 40% 20% 0% what concerns to downloads for contents located in US servers. However, Cabovisão… Clix 24Mbps Sapo 4Mbps Vodafone… Zon10Mbps Cabovisão… Clix 24Mbps Sapo 4Mbps Vodafone… Zon10Mbps through the second table (measures the IVR along the day) ZON proves to be USA National Exhibit 32; Source: Obercom better than PTC achieving values around 80%, while PTC 70%. One note goes to the negative performance of Clix, clearly below the average. A similar study was made but for Upload speeds. On this topic, ZON clearly beats Sapo (PTC), proving to be the best option in the market. Moving to the customers’ opinion, the global index of satisfaction ( study conducted by Obercom) indicates that in an overall analysis, PTC is the operator with best opinion in the clients’ base. PTC achieves a classification of 7.07 (out of Percentage of customers complaints 31.80% 29.40% 10), while ZON 6.9, Sonaecom 6.86 and Cabovisão 7.06. The detailed ponctuation (divided by each variable) is presented on table Q (fazer tabela com resumo das págs 383/84 do ESCSI report). 23% Turning our attention to another factor, the percentage of customers that presented a complaint during the year of 2009. This factor is illustrated on table 18 32, and ZON leads with the highest percentage of customers’ complaints . Grupo PT Grupo Zon Grupo Sonaecom Exhibit 32-A; Source: ICP-Anacom;ADSL vs Modem However, the company from 2008 to 2011 has been improving (it was one of the big priorities for the strategic plan 2008-2011) and nowadays reduced significantly this category, having been recognized by Deco Proteste, as the 1,200,000 company with less complaints. Besides this, ZON also won the prize “Call Centre 1,000,000 Trophy 2010”, a clear recognition of the effort made to improve the relation with the customer. 800,000 600,000 ADSL subscribers 400,000 modem/cable subscribers 200,000 0 4Q04 4Q05 4Q06 4Q07 4Q08 4Q09 2Q10 17 18 Broadband market share Grupo PT 4Q10 4Q11 E 4Q12 E 4Q13 E 4Q19 E 4Q20 E 4Q21 E 46.8% 46.7% 46.7% 46.8% 48.3% 48.5% 48.8% Grupo ZON TV Cabo Cabovisão 33.0% 33.8% 34.5% 35.0% 37.4% 37.8% 38.2% 8.0% 7.7% 7.4% 7.1% 5.3% 5.0% 4.7% Grupo Sonae.com 6.4% 6.2% 6.0% 5.8% 4.6% 4.4% 4.2% IVR = )Average real speed connection/maximum speed connection announced) x 100 The report was issued in 2009, and in the last two years, Zon made a huge effort to improve this result. PAGE 16/36 ZON MULTIMEDIA COMPANY REPORT AR TELECOM 1.1% 1.0% 0.9% 0.8% 0.2% 0.1% 0.0% Vodafone 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% ONITELECOM 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% Others 0.6% 0.6% 0.5% 0.5% 0.2% 0.1% 0.0% Exhibit 32 – B; Source: Anacom and Nova Equity Research team (estimates) Exhibit 33; Source: Useit.com; Penetration Internet FIXED TELEPHONE This type of service can be provided by one of the following Population 2010 Denmark Finland France Germany Greece Ireland Italy Netherlans Norway Portugal Russia Spain Sweden UK … Total Europe Intern et Users (mn) 4.75 4.48 44.63 65.12 4.97 3.04 30.03 14.87 4.43 5.17 59.70 29.09 8.40 51.44 Penetration % Population 86% 85% 69% 79% 46% 66% 52% 89% 95% 48% 43% 63% 93% 83% User Growth 20002010 144% 133% 425% 171% 397% 288% 128% 281% 101% 107% 1826% 440% 108% 234% 475.0 58.40% 352% Exhibit 34; Source: Company data technologies: Copper wires, used by the incumbent operator PTC; Coaxial cable; Fixed Wireless Access (FWA); FTTH; or Hertzian links. In this segment, PTC is the main leader with 59.5% market share, while Zon is ranked in the 2nd position with around 20%, meaning 778 thousand clients. According to ANACOM, in the end of 2010, there were around 4.4Million Fixed telephone accesses registered, meaning a penetration rate of 48%, value still below the European average and with some growth potential. The trend in the last years was negative due to the massive implementation of the cell phones ( 148% penetration rate) which made some families to cancel the fixed telephone subscription. However, with the increasing penetration of Triple Play packages (55.2% of Zon clients are 3Play) this service gained more subscribers. Together with the latter one, this inversion of trend (last year, the fixed telephone market grew) is explained by the simple and cheap tariffs charged by the fixed telephone providers, free calls and other functionalities like Fixed Voice Penetration in Europe,2009 (%) costs control or privacy politics. Mobile Source: Zon data There are five operators in the market, the big ones Vodafone, TMN 94% 73% 75% 77% 77% 84% 86% (PTC group), Optimus (sonaecom) and two more recent, CTT and ZON. This is a market strongly influenced by the actions of the regulator ANACOM, and until 2007 it was required a huge investment in order to acquire the license and respective infrastructure in order to provide mobile voice services. However, in Exhibit 35; Source: ICP-Anacom; Fixed phone market shares PT Alternative Providers Sonae.com Grupo ZON Vodafone Cabovisão ONITELECOM AR Telecom Colt Telecom Others 4Q08 4Q09 4Q10 65.4% 34.6% 62.9% 37.1% 61.6% 38.4% 16.1% 2.7% 5.5% 3.3% 3.2% 2.4% 0.9% 0.5% 15.0% 6.5% 7.0% 3.1% 2.9% 2.1% 0.3% 0.3% 13.7% 9.3% 7.1% 3.3% 2.7% 1.9% 0.3% 0.3% 2007 a big step in order to increase competition was made with the possibility of using radio frequencies of the existing operators and emerged the MNVO (Mobile Virtual Network Operators) such as CTT and in 2008, Zon, establishing a 5 year contract with Vodafone. Portugal is a country where the mobile phone services industry is very developed and there are more cell phones than people. This results in a very high penetration rate, well above the european average, as it is shown on graph 35-A. In the 4Q2010, there were 16.47 million mobile devices (including mobile PAGE 17/36 ZON MULTIMEDIA COMPANY REPORT phones and USB wi-fi devices). The small position of Zon in the market, in our opinion, is due to the very intense competition, recent entrance in the market and we believe it will be very difficult to achieve high percentages. One of the main characteristics of this market is the choice of the operator that is influenced by the friends’ and family’s operator, since recently launched tariffs like Extreme,Moche or Tag allow free calls and SMS/MMS between people that have the same tariff. This leads to a more difficult change in the market structure difficulting the business to small operators which do not possess vast network of clients. On the other hand, good news was announced when Anacom declared 19 lower termination rates , aspect also mentioned in the MoU (Memorandum of Understanding), established by the Troika, (36). This measure will be applied rd Exhibit 36; Source: ICP-Anacom until the 3 quarter of 2011. This will have impact in terms of revenues (in our Termination rates (prices €) Dec-09 May-10 Aug-10 0.065 0.06 0.055 Nov-10 Feb-11 May-11 Aug-11 Source: Anacom 0.05 0.045 0.04 0.035 opinion, Zon will be better off) since Zon will have to pay less when its users call to another operator. PT was against this change and in general terms we can affirm that this measure will improve the competition and will benefit the small operators. With this reduction, Portugal which was one of the countries with highest termination rates will return to a medium position, according to 37. This way, Zon, with 107 thousand mobile clients in the end of 2010 is expected to slightly increase its client base (Zon mobile 8- tariff which charges 8cents/minute was recognized by Deco Proteste) and last year was a good example with an Exhibit 37; Source: Eurostat addition of around 35 thousand clients. Regarding the mobile broadband we highlight the innovative concept of Zon@Fon which allows Zon clients to access Average Mobile Termination rate - 2009 0.12 to more than 250 thousand wi-fi hotspots and also the offer of an USB wi-fi device with 100Mb included in order to captivate clients and respond to similar 0.1 actions of the competitors. 0.08 0.06 Finally, some important actions will occur in 2011 in terms of mobile 0.04 market, such as the auction of the 4G network which will operate with LTE ( Long 0.02 Term Evolution) allowing speeds of 100Mbps download and 50Mbps upload. 0 This auction is expected to generate a cash flow of 462Million € to Portugal. Also present on the MoU, is the facilitation of the entrance of new competitors through the use of new radio frequencies. This measure means more MVNO’s can enter 19 Termination rate – charges that one operator has to pay to terminate a call in another operator’s network; In paper“ How mobile termination charges shape the dynamics of the telecom sector”, by Olivier Bomsel and his team PAGE 18/36 ZON MULTIMEDIA COMPANY REPORT the market and therefore threat the market growth of Zon. Zon Exhibit 35-AService 35 Penetration rate EU27;; Units: Subscribers per 100 inhabitants; Source: Anacom Exhibit 38; Source: ICA (Instituto Cinema e Audiovisual) Spectators 2011 Cinemas and Audiovisuals New Lineo Cinemas 6% Outros 9% These business units are closely linked since ZON Lusomundo Cinemas manages the 217 cinema theatres spread by Portugal, while ZON UCI 14% ZON 55% Lusomundo Audiovisuals purchases and manages the movie transmission rights. The margins obtained with these units are not so high as the ones from the core activity (Pay Tv, Broadband and Voice), but from a strategic point of view ZON Socoram a 16% Lusomundo is important in the company’s project. The existence of a strong sector in the Audiovisuals area allows advantages to other units of ZON, such as Exhibit 39; Source: ICA the large number number of movies available on the VoD service (pay tv – around 5000 Gross revenues 2011 - Cinemas Zon Socorama New Limeo Others 7% UCI movies, more than the double of the main competitor), the wide number of premium channels offered by ZON either in HD or SD, and also the possibility for the Lusomundo Cinemas’ unit to count with with more and better movies to broadcast and therefore attract more spectators. 8% uring the last years, years Zon has Regarding ZON Lusomundo Cinemas, during 13% 18% 55% mantained a constant performance , even though the country is facing a tough period due to the economic crisis. On the left, one can find some statistics about the market and Zon’s performance. Zon is the leader in both Cinemas (exhibitors) and Audiovisuals (distributors), with a variation of +887 thousand tickets sold compared to 2009. According to ICA (Instituto do d Cinema e Audiovisual), the cinema market grew, having sold 850 thousand more tickets in 2010. This was the first time, since 2007 that the market grew in terms of spectators. This also means that Zon surpassed the growth of the market. For this expansion contributted some actions made by Zon, such as the constant PAGE 19/36 ZON MULTIMEDIA COMPANY REPORT innovation, namely the digitalization of the screens and the introduction of the 3D Exhibit 40; Source: ICA technology. Particularly the latter one, helped Zon to fight one of the biggest Gross revenue 2011 - distributors Others 3% Prisvide o 9% threats for this industry, the piracy. Internet access and illegal downloads are more recurrent, nowadays, and the 3D experience is a good way to captivate ZON 43% again the clients (a 3D experience at home is not yet achievable for the big majority of the customers). Besides this, the technological technol advance allowed Zon to charge more expensive tickets (4.4€ (4.4€ in 2009, 4.7€ in 2010), leading to an increase in the ARPU of this unit. Our predictions for the Lusomundo Cinemas Castello Lopes 19% Columb ia 26% point to a consolidation as market leader, however we believe that the potential pote for the whole market growth is limited, with the technologic advances in Internet and the trend of the last years confirms our reasoning. On the other hand, the argument thatt justifies our confidence in a Exhibit 41; Source: ICA relatively stable market is that Cinema is seen as a cheap and accessible way of Spectators 2011 - Distributors entertainment. This way, less money will be spent by the portuguese families in Castell Prisvid Others eo o 3% 9% Lopes Zon 18% 43% entertainment, but we believe that they will cut other more expensive options, resulting in a not so elastic demand for cinemas. Now, analysing the Audiovisuals area,, Zon is also the market leader as it is proved by the charts presented. The overall market has been increasing , (11.3% variation from 2009 to 2010 in terms of gross income and 5.4% regarding Colum bia 27% spectators), but once again, Zon outperformed it. Zon grew 17.1% in gross income and 7.8% in terms of spectators. Besides the management and Exhibit 42; Source: Company data; Macroeconomic data for Angola and Mozambique Language Population (millions) Households (millions) GDP per capita (USD) Annual GDP growth (0912F) Angola Portuguese 17 Mozambique Portuguese 21 3.4 4.7 5054 478 distribution of the movie rights, this unit also counts with the distribution of DVD films distribution, as well as the production and distribution of some Premium channels We highlight the participations in Dreamia, TvCine and a 50% stake in channels. Sportt These channels (especially Sporttv), are an extremely important factor Sporttv. that weights in the decision of subscribing PayTv. We believe the participations in these channels, as well as the possibility of having a very good VoD service (due to the wide range rang of movie rights obtained) are the main advantages that this business unit brings to Zon. . 17.2% 4.7% International Expansion – ZAP – Angola Exhibit 43; Source: Company data; Zap’s offer ZAP Channels The international expansion of Zon started in Angola, Angola in the beginning of Price (USD) 2010, with a project named ZAP. It consisted in a joint venture (Upstar), 30% Max 50 30 Premium 80 60 20 owned by Zon and 70% by SOCIP 20 and it is broadcasting based on the satellite W7 which covers all the subsub saharan haran african countries. This T service is similar to Sociedade de Investimentos e Participações, S.A. ( owned by Ms Isabel dos Santos) PAGE 20/36 ZON MULTIMEDIA COMPANY REPORT the DTH operations that Zon has in Portugal and there are two options: Max package (50 channels, 30USD per month) and Premium package (80 channels, 60USD per month). One of the biggest competitive advantages for Zap is the wide offer of portuguese spoken channels , particularly Sporttv Africa which includes the exclusive transmission of the Portuguese football championship, Liga ZonSagres. Angola has one of the lowest penetration of TV devices (12% in 2008, corresponding to 300,000 TV households) and is known by the extreme wealth disparity. According to Screen Digest, from these 300,000 Tv households, around 200,000 subscribe payTv. This means that payTv is affordable for the Tv households, leading to a very high penetration rate of 67% that Zon is intended to explore. The service is offered by DSTV, cable and also DTH- satellite, the case of Zon. The competition in the Angolan Pay Tv market comes from TV Cabo Angola and South African Multichoice. In this first year of exploration, ZAP for the first three quarters of 2010, had losses of €5.4M. However, this value was expected and will be recovered, as soon as Zap achieves the break even. The main disadvantage for Zon in the Angolan market is not competing in multiple play services against the principal competitors ( Multichoice and TvCabo Angola) which provide not only Tv but also Internet. To conclude, we believe that the investment made in the satellite W7 for broadcasting in Angola was a good strategic decision, because it will open some opportunities that Zon will explore in this growing market. Besides this, a very Exhibit 44; Source: Nova Equity Research, Bloomberg; Cost of debt Portuguese companies good characteristic about this investment is the fact that with very low incremental costs, Zon can achieve other sub-Saharan markets, since the Yield 14yr satellite covers all the Southern African continent. This way, Mozambique (PT is 1year 2yr 3yr 5yr 8yr Portugal (rep.) Mn € 2.15% 11.1% 11.7% 11.5% 10.7% PT 3.17% - 4.22% 6.13% 6.93% 6.7% 1300 - 750 600 750 500 3.56% - 4.92% 6.21% 6.99% 6.87 1000 - 1000 1000 750 500 Brisa - 4.85% - 6.76% - - In order to achieve the price target per share of ZON, we used the Amount - 500 - 600 - - Discounted Cash Flow method (DCF). We estimated the cash flows for the next Amount EDP Amount investing €6M in Beira, fibre optic to deploy in 11000 households), can be valid options to continue the international expansion. Exhibit 45; Source: Nova Equity Research Estimates Valuation 10 years, working always with the consolidated results of the company, since there were no avalilabe data about the business units’ results and the policy of Cost of debt 7.30% the investors relations department is not to provide this type of information. However, due to the importance that the item revenues (particularly the ones WACC 9.3% PAGE 21/36 ZON MULTIMEDIA COMPANY REPORT 21 provenient from PayTV and Broaband) assume in our model , we tried to pinpoint them, based on the analysis of some statistical reports of ANACOM and therefore get a more accurate estimate. 22 The discount rate used was the WACC , and below, we explain our assumptions for the topics present on the formula of WACC. • Cost of debt – Our reasoning for the cost of debt estimation was the following: we found two types of bonds issued by Zon and would use the Yield to maturity of a long term bond as our rate. But as the bonds issued are not considered long term ( the maturity was only 2014) and the amount of the emissions are relatively low (157Million €) ( then, we considered them not very relevant Cost of equity because this low amount can lead to a noisy analysis) we had to consider other 11.9% option. Besides this, the hypothesis of relying on the rating of the company was excluded because Zon is not rated by rating agencies. Finally, we obtained this CAPM Risk Free 3.04% item through a comparison of some other companies’ yields (namely PT, EDP 1.04 and Brisa) and estimated the value for Zon, knowing that due to the 5% characteristics of the companies, Zon would get a higher rate than PT or Brisa, Beta Base premium mature market Lambda Portugal 1.32 Lambda Angola 0.10 Country risk (Portugal) for example. Therefore, we estimated the cost of debt based on the figures presented on table 44 and used the rate of 7.3% as cost of debt. Only one 2% Country Risk (Angola) remark for the fact that the yields of the Portuguese republic are the highest ones 14.% on the table. We believe these values are not normal for sovereign bonds and we Target D/E+D 40% assumed that, for the long term, this value will be back to normal figures ( lower E/E+D 60% than the yields of the companies presented) Tax rate 26.5% • Sum FCF (mn €) Enterprise Value (mn €) g 23 model including the λ approach. The assumptions for the CAPM model have the Exhibit 46; Source: Nova Equity Research Estimates Terminal Value In 2022 (mn €) Discounted Terminal Value (mn €) Cost of equity – The cost of equity was obtained through the CAPM 2309 • 872 790 1662 2% following explanation: Risk Free rate – We chose the 10year German bund and calculated an average 24 of the last 2 years. According to Damodaran , in a company’s valuation, the risk free rate should be in the same currency of the cash flows generated by the company. Besides this, the rate should represent no Default risk and no Reinvestment risk. Market value of debt Debt * % minorities Market value of equity number of Shares (mn) Price target (€) 347 We believe this criteria is achieved with the choice of the 10year German Bund. 14 1328 309.067 4.30 21 the major part of the cash flows are concentrated on these items, and also because some other topics on our model, like direct costs and some items of the balance sheet are dependent on the value of revenues. 22 WACC=D/V*rd(1-T)+E/V*re 23 E( r )= Rf + β × ( Mature market equity risk premium) + λ (Country Risk Premium Portugal) + λ(Country Risk Premium Angola) 24 Paper developed by Aswath Damodaran: “Estimating Risk Free rates” PAGE 22/36 ZON MULTIMEDIA COMPANY REPORT • Market Risk Premium – Once again, we based our assumptions on 25 Damodaran . His theory suggests that the Market Premium Risk= Base Premium for mature Equity Market + Country Premium. For the first element of the equation, we assumed a rate of 5%. Regarding the Country Premium 26 (formula presented on the footnotes), we obtained the country default spread through the difference between the Portugal CDS 10year and the German CDS 10year. Finally, the σequity and σcountry bond are calculated on the Excel model. After these calculations we had to analyse the exposure of Zon to the country risk. Based on the paper “Measuring company exposure to country risk”, by Damodaran, we found a new variable, λ (lambda) which reflects it. Similar to the concept of Beta, a λ above 1 means exposure to country risk above average. We defined λ based on revenues, such as a company generating few revenues in a country should be less exposed to that Exhibit 48; Important aspects to predict the market behaviour country and more exposed to the one that more contributes for the total value of revenues. Once again, we followed Damodaran and estimated λ as “% of Revenues in country for Zon/ % of revenues in that country for average Technology -Type of connection and speed company”. The numerator is straightforward to determine, however in order to define the denominator, Damodaran suggests it should be (1- exports as % of -Reliability Households covered Macroeconomic scenario Quality/Price of the offer Actual market shares and trends GDP), based on data of the Worldbank,. This way, we found the value of λ and applied to the formula above mentioned, leading to the values presented on table 45. We highlight the attribution of 95% weight for country risk in Portugal and 5% for Angola, due to the potential source of revenues that will come from the 27 Market potential African country , in the future. Penetration rate vs other countries Beta – For the estimation of Beta we tried two different approaches. Firstly, we Customers' satisfaction regressed the returns of the last 2 years of Zon against the PSI20 and used the The DTT opportunity slope as the Beta. Our second approach consisted on the analysis of a set of Importance of the telecoms for the Portuguese people comparables (PT, Sonaecom, Virgin Media, Telenet). We collected their betas (levered), respective capital structures and unlevered them. Then, we calculated the average (unlevered average beta) and finally levered this beta according to the capital structure of Zon in order to get the Beta levered for Zon. Our base valuation scenario was performed with the Beta obtained by the first approach, since we believe this method is more reliable even though the behaviour of the last 2 years might not be the one verified in the future. In our 25 26 Paper developed by Aswath Damodaran :“Estimating Equity Risk premiums” Country Risk Premium: Country Default Spread × 27 In order to find the Country Default Spread of Angola, we tried to follow the same procedure as we did for the Portuguese Premium, however Angolan debt is not tradable. So, we found a similar country (in rating and dependence on the oil), Nigeria. Once again, the data for Nigeria was not available on Bloomberg terminals and so we assumed a Country Risk Premium for Angola of 14%. PAGE 23/36 ZON MULTIMEDIA COMPANY REPORT opinion the results achieved with the second one are noisy since we did not analysed extensively the comparable companies in order to get capital structures at market values. Besides this, some of the comparables are not so similar with Zon in terms of their businesses. We relied on the data available on bloomberg (Betas levered and capital structure for each company), so the accuracy of the second method, might be threatened. Operating Revenues After the detailed market analysis performed on the first sections of the report, we will now analyse what the impact is in terms of valuation. First of all, the main factors in which we based our market share and revenues estimates are indicated 48. ZON is leading the market in what concerns to Triple play (43.6% of the Triple st play customers are subscribing the ZON 3play offer). Due to its 1 place in the pay tv market, the company is attracting a big part of these customers to packages of 2 or 3 services, increasing the Blended ARPU (+4.8% in 2010 to 35.4€) of the company. However, the number of net adds for the pay tv sector, in the last quarters has been slightly negative, due to the extreme competition with PTC. We estimated a negative trend regarding the pay tv market share, as we show on the table below (table 47). Our estimate indicates a balanced market, divided by these two operators and by 2018, PTC will be the market leader. Even though ZON is losing market share in Pay TV, we have to highlight that this is due to the increase in the global number of Pay TV subscribers, since this company is showing a good performance defending its customer base (around 1.6millions). This way, we do not predict a negative impact on revenues. 2010 2011E 2012E 2013E 2019E 2020 E 2021 E 2022 E 57.9% 53.9% 51.9% 49.9% 45.4% 44.94% 44.44% 43.94% 29.9% 34.3% 36.6% 39.0% 45.7% 46.51% 47.37% 48.23% Cabovisão 9.4% 9.1% 8.8% 8.5% 6.7% 6.39% 6.09% 5.79% Optimus (exSonaecom) Others 1.1% 1.1% 1.2% 1.2% 1.5% 1.55% 1.60% 1.65% 1.7% 1.6% 1.5% 1.4% 0.7% 0.6% 0.5% 0.4% Evolution of market share - TV Grupo ZON TV CABO PTC Exhibit 47 Source: Nova Equity Research Estimates) The telecoms market is growing at a very strong pace (+9% pay tv subscribers in 2010, and +11% Internet subscribers), but we have to take into account the negative macroeconomic structure. Several austerity measures have been announced for the next years, so we predict a slight slowdown in the growth rate of PAGE 24/36 ZON MULTIMEDIA COMPANY REPORT Pay tv subscribers (for 2011 we forecast +8% PayTV). Good news for ZON in the Broadband sector, 79600 net adds, increasing the number of customers in 13%, in 2010. As we explained in the market analysis section, the Internet sector is expected to grow more. 2010 2011E 2012E 2013E 2019E 2020 E 2021 E 2022 E ( share (ZON) market 57.9% 53.9% 51.9% 49.9% 45.4% 44.94% 44.44% 43.94% s number of o subscribers (mn) Revenues (mn €) u 1.608 1.616 1.650 1.666 1665 1672 1678 1684 480 482 490 494 494 495 497 498 Pay TV - ZON Exhibit 49 - Source: Nova Equity Research Estimates Fixed Broadband market share(ZON) number of subscribers (mn) Revenues (mn €) 2010 2011 E 2012 E 2013 E 2019 E 2020 E 2021 E 2022 E 33.0% 33.8% 34.5% 35% 37.4% 37.8% 38.2% 38.6% 0.684 0.777 0.865 0.958 1.233 1.272 1.311 1.351 218 235 251 268 317 324 332 339 Exhibit 50 - Source: Nova Equity Research Estimates Cinemas In our opinion, this sector is a very stable business unit. It is seen by the Portuguese people as a cheap way of entertainment, therefore it is not so penalized in the context we are living. We assumed that the price (4.7€) of the tickets will move according to the inflation rate, forecasted by the IMF. The introduction of the 3D movies was a good way of re-capturing more clients but we predict a slow growth rate for this segment, because there is no big potential for the future and other types of competition (also illegal competition like piracy) are gaining relevance (Apple TV, Smartphones,etc ). Cinemas 2010 2011E 2012E 2013E 2019E 2020E 2021E 2022 E number of tickets sold (mn) Revenue per ticket (€) 9.101 9.147 9.192 9.238 9.710 9.807 9.905 10.004 Revenue from Cinema exhibition (mn €) others total revenues cinema 4.7 4.8 4.8 4.9 5.5 5.6 5.7 5.8 42.8 43.5 44.3 45.2 53.2 54.8 56.5 58.2 12.2 12.3 12.5 12.6 13.4 13.5 13.6 13.8 55.0 55.9 56.8 57.7 66.6 68.3 70.1 72.0 Exhibit 51 - Source: Nova Equity Research Estimates Capex PAGE 25/36 ZON MULTIMEDIA COMPANY REPORT The last 3 years (from 2008 to 2010) were defined by high Capex levels. This was due to the upgrade of the cable network (Upgrade for Eurodocsis 3.0) and cell splitting in some areas where the traffic was too high, leading to difficulties in providing the contracted speed connections. Besides that, an important strategic step was given, which consisted on the replacement of rented infrastructure from the incumbent with own equipment. This will allow important cost efficiency ( EBITDA margin is expected to grow) and more flexibility, regarding important decisions that would have to be approved by the incumbent operator, before this change. These type of investments are non-recurrent and in 2010 meant 69.8 millions € invested, so we believe in a significant decrease in Total Capex (to values around €200 Millions).Non recurrent Capex is expected to decrease to values around zero in 2011. Another point regarding the Capex, is the investment in PayTv,Internet, voice infrastructure and also terminal equipment. The penetration rate of the ZON HD box is very high (84% of the digital clients have this box) and therefore ZON does not need to install so many units as before. However, we highlight the new service “IRIS” and the fact of providing a new and different box, imposing a substitution. This way, baseline Capex (in 2010 was 178.3millions €) is expected do decrease but in very moderate terms, because of the new service IRIS. Capex/revenues 2010 2011 E 2012 E 2013 E 2019 E 2020 E 2021 E 2022 E 35.6% 21.8% 21.0% 19.6% 19.8% 19.6% 19.5% 19.3% Exhibit 52 - Source: Nova Equity Research Estimates We can observe the capex/revenues ratio of ZON (35% in 2010) is above the average of the comparables (average capex to revenues 17%), influencing negatively the Free Cash Flow generation. However, due to the end of this Capex investment cycle (2008-2010), we forecast a reduction to values around 20% in the future, and consequently an improve in FCF values. For 2011, we believe in a reduction of 20% in total Capex. PAGE 26/36 ZON MULTIMEDIA COMPANY REPORT Baseline Capex (mn € ) Pay TV,BB & Voice Terminal Equipment Other baseline Capex Non Recurrent Capex (mn€ ) Long term contracts Other nonrecurrent items Total ( mn € ) 2010 88.4 2011 E 106.1 2012 E 106.1 2013 E 106.1 2019 E 116.7 2020 E 116.7 2021 E 116.7 2022E 77.3 77.3 77.3 69.6 73.1 73.8 74.6 12.7 12.8 13.0 13.1 13.9 14.0 14.2 75.3 14.3 10.9 0.5 0.5 0.5 2.7 2.7 2.7 2.7 58.9 0.6 0.6 0.6 0.6 0.6 0.6 0.6 248.2 197.3 197.5 189.9 207.0 207.9 208.8 116.7 209.6 Exhibit 53 - Source: Nova Equity Research Estimates EBITDA margin The EBITDA margin in ZON has been, in the last years, focus of attention by the management. As we can see on table 58 (comparables), ZON stands below the average of the comparables. Efforts have been made in order to improve its position, namely in terms of cost efficiency, but the competition in the Portuguese Telecoms market has been very intense. Comparing to PTC, ZON offers relatively cheaper packages, particularly on 3Play. Furthermore the Audiovisuals and Cinema (represent around 12% of ZON’s revenues) business units are areas that generate lower margins and this lowers even more the EBITDA margin in consolidated terms. Our forecast for the future is a moderate improvement (we predict +3% in the next year, due to the investments made that allow lower costs) and a rate around 0.5%from 2011 on. Other factor that helps this increase is the ability of ZON getting more muliple play subscribers and therefore increasing the blended ARPU. Once again the area that will contribute more for the positive trend is the Broadband. One more remark, we were cautiously optimistic in this improvement because Zon is clearly below the comparables in EBITDA margin and so has some potential to explore. But, Telecoms sector is expected not to allow large EBITDA margin growth in the near future, since in our opinion, it will be marked by severe austerity measures that will force some clients to update their plans for lower income ones. 2010 2011E 2012E 2013E 2019E 2020E 2021E 2022E EBITDA margin 33.1% 36.1% 36.7% 37.2% 40.7% 41.0% 41.3% 41.6% Total revenues (mn €) EBITDA 872 905 942 969 1047 1060 1073 1087 289 327 346 361 426 434 443 452 8.0% 15.4% 16.0% 16.5% 21.0% 21.5% 21.9% 22.4% EBIT margin Exhibit 54 - Source: Nova Equity Research Estimates PAGE 27/36 ZON MULTIMEDIA COMPANY REPORT Shareholder Remuneration The dividend per share has been constant in the last two years, and it was established to be 0.16€. We believe this reflects a relatively high (above the average of the comparables), meaning a dividend payout ratio of 134% for 2010. In our model, we assume a 0.02€ increase to 0.18€/share, for the year of 2011 due to the prediction of upcoming good results. This expectation of good results and net income growth make us believe that values like 0.18€ are sustainable for the future. 2010 div/share (€) n shares (mn) treasury share (mn €) dividends (mn €) Shares issued 2011 E 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E 0.16 0.18 0.18 0.18 0.18 0.18 0.2 0.2 309.067 309.067 309.067 309.067 309.067 309.067 309.067 309.067 14.3 14.3 14.3 14.3 14.3 14.3 14.3 14.3 47.2 53.1 53.1 53.1 53.1 53.1 59.0 59.0 0 0 0 0 0 0 0 0 Exhibit 55 - Source: Nova Equity Research Estimates Free Cash Flow According to our estimates, we are optimistic regarding the FCF generation for the next years. The very significant decline in Capex levels and a slight increase in EBITDA margin (even though the tough economic environment) make possible a sharp increase from € -25Mn in 2010 and €0Mn for 2011 to values around € 100mn for the next periods. A continuing ascension is forecasted for the period 2018-2022, stabilizing in values around 160Mn €. Zon FCF summary (mn €) 2010 2011E 2012E 2013E 2019E 2020E 2021E 2022E EBITDA 289 327 346 361 426 434 443 452 D&A 219 187 195 201 205 206 208 209 EBIT 70 140 151 160 221 228 236 244 EBIT*(1-t) or NOPLAT 55 103 111 118 162 168 173 179 +D&A 219 187 195 201 205 206 208 209 = gross CF 274 290 306 318 367 374 381 388 PAGE 28/36 ZON MULTIMEDIA COMPANY REPORT Δ operating working capital CAPEX 1 19 5 4 2 2 2 2 310 197 197 190 207 208 209 210 -17 54 16 12 6 6 6 6 2 23 4 4 2 2 2 3 Δ other liabilities -3 3 0 0 0 0 0 0 Gross Investment -299 -290 -223 -209 -217 -218 -219 -220 -25 0 83 109 150 156 162 168 Investments in intangibles S Δ other operating assets e n s FCF S e Exhibit 56 - Source: Nova Equity Research Estimates Sensitivity Analysis ∆ variation relative to the values used for the standard valuation Cost of debt -2% -1% 0% 1% 2% Price Target (€) 4.81 4.54 4.3 4.07 3.86 Cost of Equity -2% -1% 0% 1% 2% Price Target (€) 5.46 4.83 4.3 3.85 3.47 Country Risk (Portugal) -2% -1% 0% 1% 2% Price Target (€) 5.56 5.02 4.3 3.72 3.25 Capex -2% -1% 0% 1% 2% Price Target (€) 4.64 4.49 4.3 4.11 3.91 PayTv,Net and Phone growth -5% -3% -2% -1% 0% Price Target (€) 3.62 3.88 4.02 4.16 4.13 Zon market share growth -2% -1% 0% -1% -2% Price Target (€) 3.57 3.93 4.3 4.66 5.02 Exhibit 57 - Source: Nova Equity Research Estimates ROIC vs WACC PAGE 29/36 ZON MULTIMEDIA COMPANY REPORT Throughout the years, Zon has an acceptable performance in terms of ROIC vs WACC, in our opinion. However, in 2011 and 2012, according to our estimates, the company will not create value, since ROIC is lower than WACC.After this period, Zon presents satisfactory results, as it is shown on the graphic below. ROIC vs WACC 0.14 ROIC, 12.96% 0.12 0.1 WACC, 9.26% 0.08 0.06 0.04 0.02 0 2009 2010 2011 E 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E 2018 E 2019 E 2020 E 2021 E 2022 E Exhibit 57-A; Source: Nova Equity Research estimates Comparables A valuation scenario is always an exercise of comparison between the company analysed and the competitors/comparables, so we selected some ratios and some companies that operate in the same industry, in order to make a relative assessment of Zon. We know that multiples can be misapplied, due to differences either in the comparable companies or in the way some items are calculated, therefore in order to provide a detailed multiples analysis, some adjustments are required. We tried to adjust our analysis and selected mainly ratios based on the Enterprise value, to avoid mistakes regarding capital structures. We believe more adjustments would have to be made in order to get a very accurate and precise comparison. Below, one cand find Zon and comparables’ figures (the ratios of the comparables are BESI’s estimates) that will help in the analysis made throughout the report. PAGE 30/36 ZON MULTIMEDIA COMPANY REPORT EV/revenues EV/EBITDA EV/EBIT Net debt/EBITDA EBITDA mg 2011E 2012E 2011E 2012E 2011E 2012E 2011E 2012E 2011E 2012E BSky B 2.2 2.0 10.1 8.6 13.6 11.1 0.7 0.4 22.1% 23.7% Telenet 4.1 4.0 8.0 7.8 14.5 13.1 3.5 3.5 51.4% 51.0% Virgin Media 3.1 2.9 7.9 7.3 24.0 16.0 2.8 2.4 39.5% 40.0% Kabel Deuts chland 3.5 3.1 7.7 6.7 23.8 15.6 3.8 3.2 45.2% 46.3% Eur ope an ave rage 3.2 3.0 8.4 7.6 19.0 13.9 2.7 2.4 39.5% 40.3% Liberty Global 3.1 2.9 6.7 6.2 14.6 12.4 4.5 4.2 45.8% 46.4% Comcas t 2.3 2.1 6.0 5.6 10.5 9.4 1.8 1.5 38.0% 38.2% Time Warner Cable 2.1 2.0 5.9 5.3 10.5 9.1 2.5 2.1 36.6% 36.8% PT 2.4 2.5 6.2 6.5 11.5 10.6 2.3 Zon M ultim e dia 1.84 1.76 5.08 4.81 11.8 11.01 2.81 1.9 38.7% 2.65 36% 38.5% 37% Sensitivity Analysis TVTEL NPV (mn€) WACC Grupo Parfitel TvTel Scenario 1 Scenario 2 Scenario 3 1+2 1+3 2+3 1+2+3 0.065 -22.8 -55.3 -7.3 -42.4 -49.9 5.6 -1.9 -35.4 12.5 0.055 -18.2 -47.5 0.5 -32.3 -41.2 15.7 6.8 -24.1 23.9 0.045 -11.6 -36.3 11.7 -17.7 -28.5 30.3 19.5 -7.7 40.3 0.075 -26.1 -61.0 -13.0 -49.8 -56.3 -1.8 -8.3 -43.8 4.2 0.085 -28.7 -65.3 -17.3 -55.5 -61.2 Exhibit 59; Source: Nova Equity Research estimates -7.5 -13.2 -50.2 -2.2 PAGE 31/36 ZON MULTIMEDIA COMPANY REPORT Financial ratios Key Ratios (ZON) 2009 2010 EBITDA margin 32.5% 33.1% 36.1% 36.7% 40.7% 41.0% 41.3% 41.6% EBIT margin 10.6% 8.0% 15.5% 16.0% 21.1% 21.5% 22.0% 22.4% Capex/revenue 32.4% 35.6% 21.8% 21.0% 19.8% 19.6% 19.5% 19.3% 148.0% 141.6% 105.5% 101.3% 101.1% 100.8% 100.6% 100.4% 2.96 2.77 2.81 2.65 1.43 1.23 1.00 0.77 77.5% 76.3% 72.6% 73.9% 77.8% 78.0% 78.3% 78.7% ROIC 6.1% 4.8% 8.3% 8.7% 12.0% 12.3% 12.7% 13.0% EPS 0.14 0.12 0.25 0.27 0.46 0.48 0.50 0.53 depreciation/EBITDA 67.3% 75.8% 57.2% 56.4% 48.1% 47.5% 46.8% 46.2% EBITDA %change 14.5% 7.8% 13.2% 5.8% 2.1% 2.1% 2.1% 2.1% EV/Sales 2.02 1.90 1.84 1.76 1.59 1.57 1.55 1.53 EV/EBITDA 6.20 5.75 5.08 4.81 3.90 3.83 3.75 3.67 Dividend Yield 3.7% 3.7% 4.2% 4.2% 4.7% 4.7% 3.7% 3.7% 112.8% 134.7% 72.3% 65.8% 43.9% 41.9% 31.9% 30.4% P/E 30.28 36.19 17.27 15.71 9.43 8.99 8.56 8.15 Reinvestment Ratio 90.6% 109.1% 100.1% 72.8% 59.1% 58.3% 57.5% 56.8% Capex/depreciation Net debt/EBITDA Invested capital turnover dividend payout 2011 E 2012 E 2019 E 2020 E 2021 E 2022 E Exhibit 60; Source: Nova Equity Research estimates PAGE 32/36 ZON MULTIMEDIA COMPANY REPORT Consolidated Income Statement (€ million) Operating Revenues PayTV, Broadband and Voice Cinema Exhibition Audiovisuals 2010 2011E 2012E 2013E 2019E 2020E 2021E 2022E 773 804 838 862 926 936 946 957 55 56 57 58 67 68 70 72 44 45 47 49 54 56 57 58 Total revenues 872 905 942 969 1047 1060 1073 1087 Direct Costs of Services Rendered 252 235 241 244 231 230 230 230 Wages and Salaries 58 59 59 60 62 62 63 63 COGS (TV,Internet,MVNO) 15 14 15 15 17 17 17 17 Marketing and Advertising 25 29 30 31 33 33 34 34 Support Services and External Supplies and Services Other costs and (gains)- operational 209 219 228 235 253 257 260 263 12 20 20 21 23 23 23 24 Total operating expenses 570 576 593 605 618 622 626 631 Other Financial Costs (gains) 13 2 2 2 2 3 3 3 Other non-operational costs 1 1 1 1 1 1 1 1 EBITDA 289 327 346 361 426 434 443 452 Depreciation & amortization 219 187 195 201 205 206 208 209 70 140 151 160 221 228 236 244 23 30 30 29 20 17 14 11 -6 -8 -8 -7 -5 -4 -4 -3 6 8 8 8 5 5 4 3 EBIT Financial Costs-interest expense (gains) borrowings Interest earned Financial Costs - interest expenses on leasing Total Financial Costs - interest expense (gains) 23 30 30 29 20 18 14 11 EBT 47 110 121 131 201 211 221 232 Income tax 9 29 32 35 53 56 59 62 Net Income 38 81 89 96 148 155 163 171 Minority Interest 1 4 4 4 7 7 8 8 Net Income ZON 37 77 85 92 141 148 155 163 PAGE 33/36 ZON MULTIMEDIA COMPANY REPORT Consolidated Balance Sheet (€ million) Assets 2010 2011E 2012E 2013E 2019E 2020E Cash and cash equivalents 265 91 94 97 105 106 107 109 Accounts receivable 189 196 204 210 227 230 233 236 59 47 49 50 54 55 56 56 Inventories 2021E 2022E Taxes receivable 3 19 19 20 22 22 22 22 Prepaid Expenses 17 15 15 15 16 16 16 16 531 367 382 393 423 429 434 439 Accounts receivable - others 61 83 86 89 96 97 98 99 Available-for-sale financial assets 23 23 24 24 27 28 28 29 Intangible assets 337 391 407 418 452 458 463 469 Tangible assets 646 656 659 648 648 649 651 651 53 54 55 56 63 64 66 67 Total non-current assets 1119 1207 1230 1235 1286 1296 1306 1316 Total assets 1650 1574 1612 1628 1709 1725 1740 1755 Total current assets Other non-current assets Liabilities Borrowings Short term 93 94 96 98 111 113 115 117 Accounts payable 210 196 203 207 211 212 214 215 Accrued expenses 70 78 81 84 90 91 92 94 Deferred income 4 4 4 4 5 5 5 5 Taxes payable 11 11 11 11 13 13 13 14 Provisions for other liabilities and charges Total current liabilities 10 11 11 11 12 13 13 13 399 395 406 415 442 447 453 458 Borrowings Long term 973 913 915 890 601 529 438 339 5 9 9 9 9 9 9 9 Defered income and provisions 16 16 16 16 19 19 19 20 Deferred income tax liabi lities 5 5 6 6 6 6 7 7 Accounts payable other non current liabilities 3 3 3 3 3 3 3 3 Total non-current liabilities 1002 946 948 924 639 567 476 378 Total liabilities 1400 1341 1355 1339 1081 1014 929 836 Shareholder's equity Share capital 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 (0.01) -0.01 -0.01 -0.01 -0.01 -0.01 -0.01 -0.01 retained earnings 237 221 245 276 616 698 798 906 Equity before minority interests 240 224 248 279 619 701 801 909 10 10 10 10 10 10 10 10 Treasury shares Minority interests Total equity Total liabilities and shareholder' s equity 250 234 257 289 629 710 811 919 1650 1574 1612 1628 1709 1725 1740 1755 PAGE 34/36 ZON MULTIMEDIA COMPANY REPORT Consolidated Cash Flow Statement (€ million) 2010 2011 E 2012 E 2013 E 2019 E 2020 E 2021 E 2022 E EBITDA 289 327 346 361 426 434 443 452 D&A 219 187 195 201 205 206 208 209 EBIT 70 140 151 160 221 228 236 244 EBIT*(1-t) or NOPLAT 55 103 111 118 162 168 173 179 +D&A 219 187 195 201 205 206 208 209 = gross CF 274 290 306 318 367 374 381 388 1 19 5 4 2 2 2 2 310 197 197 190 207 208 209 210 -17 54 16 12 6 6 6 6 2 23 4 4 2 2 2 3 -3 3 0 0 0 0 0 0 -299 -290 -223 -209 -217 -218 -219 -220 -25 0 83 109 150 156 162 168 83 -177 0 0 0 0 0 0 0 0 0 0 1 1 1 1 6 1 1 1 1 1 1 1 -102 177 83 109 150 156 162 168 After tax Interest expense 17 22 22 22 15 13 11 8 change in debt 96 -58 4 -23 -63 -70 -89 -97 Cf to debt holders 80 -80 -19 -45 -78 -83 -100 -105 Dividends 47 53 53 53 59 59 47 47 Net Shares repurchased 0 0 0 0 0 0 0 0 Share capital 0 0 0 0 0 0 0 0 87 0 0 0 0 0 0 0 -27 -16 24 31 75 82 100 108 Change in minority interests 1 0 0 0 0 0 0 0 Minority interest (Income Statement) Net Income 1 4 4 4 7 7 8 8 38 81 89 96 148 155 163 171 CF to equity holders 22 -97 -65 -65 -72 -73 -62 -63 102 -177 -83 -109 -150 -156 -162 -168 Investment in operating working capital CAPEX Investments in intangibles and goodwill Change in other operating assets Change in other liabilities Gross Investment FCF After tax interest income Change in Excess cash Decrease (increase in nonoperating assets) Change in other non current liabilities CF available to investors Treasury shares retained earnings Cash flow available to investors PAGE 35/36 ZON MULTIMEDIA COMPANY REPORT Disclosures and Disclaimer Research Recommendations Buy Expected total return (including dividends) of more than 15% over a 12-month period. Hold Expected total return (including dividends) between 0% and 15% over a 12-month period. Sell Expected negative total return (including dividends) over a 12-month period. This report was prepared by Luís Correia, a student of the NOVA School of Business and Economics, following the Masters in Finance Equity Research – Field Lab Work Project, exclusively for academic purposes. Thus, the author, which is a Masters in Finance student, is the sole responsible for the information and estimates contained herein and for the opinions expressed, which reflect exclusively his/her own personal judgement. This report was supervised by professor Rosário André (registered with Comissão do Mercado de Valores Mobiliários as financial analyst) who revised the valuation methodology and the financial model. All opinions and estimates are subject to change without notice. NOVA SBE or its faculty accepts no responsibility whatsoever for the content of this report nor for any consequences of its use. The information contained herein has been compiled by students from public sources believed to be reliable, but NOVA SBE or the students make no representation that it is accurate or complete, and accept no liability whatsoever for any direct or indirect loss resulting from the use of this report or its content. The author hereby certifies that the views expressed in this report accurately reflect his/her personal opinion about the subject company and its securities. He/she has not received or been promised any direct or indirect compensation for expressing the opinions or recommendation included in this report. The author of this report may have a position, or otherwise be interested, in transactions in securities which are directly or indirectly the subject of this report. NOVA SBE may have received compensation from the subject company during the last 12 months related to its fund raising program. Nevertheless, no compensation eventually received by NOVA SBE is in any way related to or dependent on the opinions expressed in this report. The Nova School of Business and Economics, though registered with Comissão do Mercado de Valores Mobiliários, does not deal for or otherwise offers any investment or intermediation services to market counterparties, private or intermediate customers. This report may not be reproduced, distributed or published without the explicit previous consent of its author, unless when used by NOVA SBE for academic purposes only. At any time, NOVA SBE may decide to suspend this report reproduction or distribution without further notice. PAGE 36/36