Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

DEN Networks Limited M&A Activity 2018

Oct 25, 2018

62637_rns_2018-10-25_c5c7912b-f688-4176-99ef-0ffbe61b9391.PDF

M&A Activity

Open in viewer

Opens in your device viewer

DETAILED PUBLIC STATEMENT IN TERMS OF REGULATION 15(2) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, TO THE PUBLIC SHAREHOLDERS OF DEN NETWORKS LIMITED

HAVING ITS REGISTERED OFFICE AT 236, OKHLA INDUSTRIAL ESTATE, PHASE -III, NEW DELHI- 110 020, INDIA. TEL: +91 11 4052 2200; FAX: +91 11 4052 2203, WEBSITE: WWW.DENNETWORKS.COM

N OFFER FOR ACQUISITION OF UP TO 12,21,83,457 FULLY PAID UP EQUITY SHARES OF FACE VALUE
RS. 10 EACH (“EQUITY SHARE”), REPRESENTING 25.58% OF THE EXPANDED VOTING SHARE
ITAL (AS DEFINED BELOW) OF DEN NETWORKS LIMITED (“TARGET COMPANY”) FROM THE PUBLIC
REHOLDERS (AS DEFINED BELOW) OF THE TARGET COMPANY BY JIO FUTURISTIC DIGITAL
DINGS PRIVATE LIMITED (“JFDHPL” OR “ACQUIRER 1”), JIO DIGITAL DISTRIBUTION HOLDINGS
ATE LIMITED (“JDDHPL” OR “ACQUIRER 2”) AND JIO TELEVISION DISTRIBUTION HOLDINGS
ATE LIMITED (“JTDHPL” OR “ACQUIRER 3”) (HEREINAFTER ACQUIRER 1, ACQUIRER 2 AND
UIRER 3 ARE COLLECTIVELY REFERRED TO AS THE “ACQUIRERS”) TOGETHER WITH RELIANCE
STRIES LIMITED (“RIL” OR “PAC 1”), DIGITAL MEDIA DISTRIBUTION TRUST (“TRUST” OR “PAC 2”),
ANCE CONTENT DISTRIBUTION LIMITED (“RCDL” OR “PAC 3”) AND RELIANCE INDUSTRIAL
STMENTS AND HOLDINGS LIMITED (“RIIHL” OR “PAC 4”) (HEREINAFTER PAC 1, PAC 2, PAC 3 AND
4 ARE COLLECTIVELY REFERRED TO AS THE “PACs”), IN THEIR CAPACITY AS THE PERSONS
ING IN CONCERT WITH THE ACQUIRERS (“OFFER” OR “OPEN OFFER”).
detailed public statement (“DPS”) is being issued by JM Financial Limited, the manager to the Open Offer (the
nager to the Offer”), for and on behalf of the Acquirers and the PACs, to the Public Shareholders of the Target
pany pursuant to and in compliance with Regulations 13(4), 14(3) and 15(2) of the Securities and Exchange
d of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments
to (“SEBI (SAST) Regulations”), pursuant to the public announcement (“PA”) dated October 17, 2018 filed
he BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”), Securities and Exchange Board
ia (“SEBI”) and the Target Company, in terms of Regulations 3(1) and 4 of the SEBI (SAST) Regulations.
he purposes of this DPS, the following terms have the meanings assigned to them below:
anded Voting Share Capital”shall mean the total voting equity share capital of the Target Company on a fully
d basis expected as of the 10th (Tenth) working day from the closure of the tendering period for the Open
. This includes (i) 28,14,48,000 Equity Shares to be allotted by the Target Company to the Acquirers in terms of
SA (as defined below), subject to the approval of the shareholders of the Target Company and other
tory/regulatory approvals, and (ii) 4,15,000 employee stock options vested or which shall vest prior to
h 31, 2019.
lic Shareholders”shall mean all the public shareholders of the Target Company who are eligible to tender
Equity Shares in the Open Offer, except: (i) the Acquirers and the PACs, (ii) parties to the underlying SSA, SPA
efined below) and SHA (as defined below) including persons deemed to be acting in concert with such parties
e SSA, SPA and SHA, as the case may be, and (iii) Reliance Ventures Limited (“RVL”), Reliance Strategic
tments Limited (“RSIL”) and Network18 Media & Investments Limited (“NW18”) which together own
6,968 Equity Shares constituting 1.35% of the paid-up equity share capital of the Target Company. RVL and
are wholly owned subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and
ols 73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
d and controlled by it).
I Act”shall mean Securities and Exchange Board of India Act, 1992 and subsequent amendments thereto.
ers”shall mean any or all of Mr. Sameer Manchanda, Lucid Systems Private Limited and Verve Engineering
te Limited.
ck Exchanges”shall mean BSE and NSE.
ACQUIRERS, PACS, TARGET COMPANY, SELLERS AND OPEN OFFER
1
Details of Jio Futuristic Digital Holdings Private Limited (“Acquirer 1” or “JFDHPL”)
1.1. Acquirer 1 is a private company limited by shares. It was incorporated on October 15, 2018 under the
laws of India (CIN: U74999MH2018PTC315768). There has been no change in the name of Acquirer 1
since its incorporation.
1.2. The registered office of Acquirer 1 is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point,
Mumbai 400021, India, Tel: +91 22 3555 5000.
1.3. The principal activity of Acquirer 1 is to engage in the business of partnering and making strategic
investments in entities which are involved in (i) cable services including but not limited to TV, VOIP, Video
on Demand and other allied services, and (ii) internet-based services.
1.4. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of Acquirer 1. 100% of the class B equity share capital (with
10 votes per class B equity share) of Acquirer 1 is also proposed to be issued to the Trust. Further, 100%
of the participating preference share capital of Acquirer 1 is proposed to be issued to the Trust. RCDL, a
wholly owned subsidiary of RIL through RIIHL, is the sole beneficiary of the Trust. RIIHL is the protector
of the Trust. Acquirer 1 belongs to the Reliance group.
1.5. The shares of Acquirer 1 are not listed on any stock exchange in India or abroad.
1.6. As on the date of this DPS, there are no directors representing Acquirer 1 on the board of the Target
Company.
1.7. As on the date of this DPS, Acquirer 1 does not hold any Equity Shares or voting rights in the Target
Company. Neither Acquirer 1 nor its directors have any relationship with or interest in the Target
Company. Acquirer 1 does not have any employees.
1.8. Acquirer 1 is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
1.9. Acquirer 1 was incorporated on October 15, 2018 and this being its first year of operations, no financial
statements of Acquirer 1 are available as on date.
2.
Details of Jio Digital Distribution Holdings Private Limited (“Acquirer 2” or “JDDHPL”)
2.1 Acquirer 2 is a private company limited by shares. It was incorporated on October 15, 2018 under the
laws of India (CIN: U74999MH2018PTC315791). There has been no change in the name of Acquirer 2
since its incorporation.
2.2 The registered office of Acquirer 2 is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point,
Mumbai 400021, India, Tel: +91 22 3555 5000.
2.3 The principal activity of Acquirer 2 is to engage in the business of partnering and making strategic
investments in entities which are involved in (i) cable services including but not limited to TV, VOIP, Video
on Demand and other allied services, and (ii) internet-based services.
2.4 The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of Acquirer 2. 100% of the class B equity share capital (with
10 votes per class B equity share) of Acquirer 2 is also proposed to be issued to the Trust. Further, 100%
of the participating preference share capital of Acquirer 2 is proposed to be issued to the Trust. RCDL, a
wholly owned subsidiary of RIL through RIIHL, is the sole beneficiary of the Trust. RIIHL is the protector
of the Trust. Acquirer 2 belongs to the Reliance group.
2.5 The shares of Acquirer 2 are not listed on any stock exchange in India or abroad.
2.6 As on the date of this DPS, there are no directors representing Acquirer 2 on the board of the Target
Company.
2.7 As on the date of this DPS, Acquirer 2 does not hold any Equity Shares or voting rights in the Target
Company. Neither Acquirer 2 nor its directors have any relationship with or interest in the Target
Company. Acquirer 2 does not have any employees.
2.8 Acquirer 2 is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
2.9 Acquirer 2 was incorporated on October 15, 2018 and this being its first year of operations, no financial
statements of Acquirer 2 are available as on date.
3.
Details of Jio Television Distribution Holdings Private Limited (“Acquirer 3” or “JTDHPL”)
3.1 Acquirer 3 is a private company limited by shares. It was incorporated on October 12, 2018 under the
laws of India (CIN: U74999MH2018PTC315702). There has been no change in the name of Acquirer 3
since its incorporation.
3.2 The registered office of Acquirer 3 is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point,
Mumbai 400021, India, Tel: +91 22 3555 5000.
3.3 The principal activity of Acquirer 3 is to engage in the business of partnering and making strategic
investments in entities which are involved in (i) cable services including but not limited to TV, VOIP, Video
on Demand and other allied services and (ii) internet-based services.
3.4 The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of Acquirer 3. 100% of the class B equity share capital (with
10 votes per class B equity share) of Acquirer 3 is also proposed to be issued to the Trust. Further, 100%
of the participating preference share capital of Acquirer 3 is proposed to be issued to the Trust. RCDL, a
wholly owned subsidiary of RIL through RIIHL, is the sole beneficiary of the Trust. RIIHL is the protector
of the Trust. Acquirer 3 belongs to the Reliance group.
3.5 The shares of Acquirer 3 are not listed on any stock exchange in India or abroad.
3.6 As on the date of this DPS, there are no directors representing Acquirer 3 on the board of the Target
Company.
3.7 As on the date of this DPS, Acquirer 3 does not hold any Equity Shares or voting rights in the Target
Company. Neither Acquirer 3 nor its directors have any relationship with or interest in the Target
Company. Acquirer 3 does not have any employees.
3.8 Acquirer 3 is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
3.9 Acquirer 3 was incorporated on October 12, 2018 and this being its first year of operations, no financial
statements of Acquirer 3 are available as on date.
4.
Details of Reliance Industries Limited (“PAC 1” or “RIL”)
4.1. Reliance Industries Limited, a company limited by shares was originally incorporated on May 8, 1973
under the name Mynylon Limited in the State of Karnataka under the Companies Act, 1956 (CIN:
L17110MH1973PLC019786). The name was subsequently changed to Reliance Textile Industries
Limited on March 11, 1977 and eventually to its present name on June 27, 1985. The registered office
was changed from State of Karnataka to State of Maharashtra on July 2, 1977. The present registered
office of RIL is situated at 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, Tel: +91
22 3555 5000, Fax: +91 22 3555 5560.
4.2. RIL, the flagship company of the Reliance group is the largest private sector company on all major
financial parameters with a consolidated total income of Rs. 4,18,214 crore, consolidated profit after tax
of Rs. 36,080 crore for the financial year ended March 31, 2018 and net worth of Rs. 2,89,507 crore as of
March 31, 2018. RIL has presence across the energy and material value chain as well as retail and
telecommunication sectors.
4.3. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of each of the Acquirers. 100% of the class B equity share
capital (with 10 votes per class B equity share) of each of the Acquirers is also proposed to be issued to
the Trust. Further, 100% of the participating preference share capital of each of the Acquirers is
proposed to be issued to the Trust. RCDL, a wholly owned subsidiary of RIL through RIIHL, is the sole
beneficiary of the Trust. RIIHL is the protector of the Trust.
4.4. The equity shares of RIL are listed on the BSE and NSE and the global depository receipts (“GDR”) are
listed on the Luxembourg Stock Exchange and traded on the International Order Book (IOB) of London
Stock Exchange. GDRs are also traded amongst 'Qualified Institutional Investors' in the Portal System of
NASD, USA.
4.5 The names of the (A) promoter and promoter group, (B) other significant shareholders (public
shareholders holding more than 1% of fully paid-up equity share capital), and (C) other significant
shareholders (non-public non-promoter shareholders holding more than 1% of fully paid-up equity
share capital) of RIL as disclosed by it to the stock exchanges under Regulation 31 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as of
September 30, 2018 are as follows:
A.
Promoter and Promoter Group
Individuals:M D Ambani, Nita Ambani, Isha M Ambani, Akash M Ambani, Anant M Ambani and K
D Ambani.
Body Corporates and Others:Devarshi Commercials LLP, Srichakra Commercials LLP, Karuna
Commercials LLP, Tattvam Enterprises LLP, Reliance Industries Holding Private Ltd, Shreeji
Comtrade LLP, Shrikrishna Tradecom LLP, Svar Enterprises LLP, Reliance Welfare Association,
Vasuprada Enterprises LLP, Reliance Industrial Infrastructure Limited, Exotic Officeinfra Private
Limited, Carat Holdings and Trading Co Pvt Ltd, Neutron Enterprises Private Limited, Futura
Commercials Private Limited, Kankhal Trading LLP, Bhuvanesh Enterprises LLP, Ajitesh
Enterprises LLP, Badri Commercials LLP, Abhayaprada Enterprises LLP, Trilokesh Commercials
LLP, Taran Enterprises LLP, Pitambar Enterprises LLP, Adisesh Enterprises LLP, Rishikesh
Enterprises LLP, Pavana Enterprises LLP, Kamalakar Enterprises LLP, Narahari Enterprises LLP,
Chakradev Enterprises LLP, Chakradhar Commercials LLP, Chakresh Enterprises LLP,
Chhatrabhuj Enterprises LLP, Harinarayan Enterprises LLP, Janardan Commercials LLP, Samarjit
Enterprises LLP, Shripal Enterprises LLP, Synergy Synthetics Private Limited, Vishatan Enterprises
LLP, Elakshi Commercials Private Limited, Pinakin Commercials Private Limited, Anuprabha
Commercials Private Limited, Manuvidya Commercials Private Limited, Nirahankara Commercials
Private Limited, Vandhya Commercials Private Limited, Reliance Life Sciences Private Limited,
Sikka Ports & Terminals Limited (Previously known as Reliance Ports and Terminals Limited),
Jamnagar Utilities and Power Private Limited (Previously known as Reliance Utilities and Power
Private Limited), EWPL Holdings Private Limited (Previously known as Reliance Utilities Private
Limited) and Petroleum Trust (through Trustees for sole beneficiary-M/s Reliance Industrial
Investments and Holdings Ltd.).
B.
Other significant shareholders (public shareholders holding more than 1% of fully paid-up
equity share capital)
Europacific Growth Fund, Government of Singapore and Life Insurance Corporation of India.		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)






































































9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)
Particulars Financial year ended
March 31, 2018
(Audited)		 Financial year ended
March 31, 2017
(Audited)		 Financial year ended
March 31, 2016
(Audited)
Total Income 1,314.98 1,198.67 1,005.87
Profit/(Loss) After Tax (17.12) (187.76) (431.30)
Earnings Per Share
(Basic and Diluted) (Rs)		 (1.77) (11.28) (24.21)
Net Worth 8,89.91 902.83 1,040.28
Source: The financial information set forth above has been extracted from the Target Company's audited
consolidated financial statements as at and for the financial years ended March 31, 2018, March 31, 2017, and
March 31, 2016
10. Details of the Open Offer
10.1. The board of directors of the Target Company, at its meeting held on October 17, 2018, subject to_inter_
_alia_receipt of approval from the shareholders of the Target Company and receipt of statutory/regulatory
approvals, approved the preferential issue of 28,14,48,000 Equity Shares (“Subscription Shares”),
representing 58.92% of the Expanded Voting Share Capital, to the Acquirers at a price of Rs. 72.66 per
Equity Share, aggregating Rs. 2,045.00 crore (“Subscription Amount”), to be paid in cash
(“Preferential Allotment” or “Preferential Issue”). In relation to the said Preferential Issue, on October
17, 2018, the Target Company, certain members of the existing promoter and promoter group of the
Target Company namely, all the Sellers and the Acquirers entered into a share subscription agreement
(“SSA”), under which the Target Company will, subject to_inter alia_receipt of shareholders' approval,
receipt of statutory/regulatory approvals and fulfilment of certain other conditions precedent (unless
waived by the Acquirers) issue and allot the Subscription Shares to the Acquirers.
10.2. The Acquirer 1 and all the Sellers have also entered into a share purchase agreement on October 17,
2018 (“SPA”) pursuant to which the Acquirer 1 has, subject to fulfilment of certain conditions precedent
(unless waived by Acquirer 1), agreed to acquire 3,35,85,000 Equity Shares (“Sale Shares”),
representing 7.03% of the Expanded Voting Share Capital at a price of Rs. 72.66 per Equity Share,
aggregating Rs. 244.03 crore.
10.3. Furthermore, the Acquirers, Target Company and certain members of the existing promoter and
promoter group of the Target Company namely, all the Sellers have also entered into a shareholders'
agreement on October 17, 2018 (“SHA”).
10.4. The Open Offer is being made to the Public Shareholders in accordance with Regulations 3(1) and 4 of
the SEBI (SAST) Regulations pursuant to the board resolution approving the Preferential Issue, SSA,
SPA and the SHA.
10.5. The Acquirers and the PACs are making this Open Offer to acquire from the Public Shareholders up to
12,21,83,457 Equity Shares (“Offer Shares”), constituting 25.58% of the Expanded Voting Share
Capital of the Target Company at an offer price of Rs. 72.66 per Equity Share (the“Offer Price”),
aggregating Rs. 887.78 crore (“Offer Consideration”).
10.6. This is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
10.7. This Open Offer is not conditional on any minimum level of acceptance.
10.8. As of the date of this DPS, the Expanded Voting Share Capital is as follows:
Particulars As at and for
6 months period ended
September 30, 2018
(Unaudited, limited review)		 Financial year

ended
March 31, 2018

(Audited)		 Financial year
ended
March 31, 2017
(Audited)		 Financial year
ended
March 31, 2016
(Audited)
Tot al Income 2,82,115 4,18,214 3,39,623 3,05,351
Pro fit after tax 19,034 36,080 29,833 29,861
Bas
Sha		 ic Earnings Per
re(Rs)		 32.03** 60.94 #
50.67		 100.97
Dilu
Sha		 ted Earnings Per
re(Rs)		 32.02** 60.89 #
50.57		 100.75
Net Worth*** 3,04,037 2,89,507 2,57,350 2,27,051
#ad
n
*		 justed for bonus
ot annualized
calculated as per the Companies Act, 2013
5.
Details of Digital Media Distribution Trust (“PAC 2” or “Trust”)
5.1. The trust was set up pursuant to a trust deed dated October 9, 2018 by and among Shri L.V. Merchant as
the 'Settlor' and Shri Atul S. Dayal and Shri Madhusudana Siva Prasad Panda as the first trustees
(“Trust Deed”). The other trustee of the Trust is Reliance Media Transmission Private Limited.
5.2. The office of the Trust is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400021,
India, Tel: +91 22 3555 5000.
5.3. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of each of the Acquirers. 100% of the class B equity share
capital (with 10 votes per class B equity share) of each of the Acquirers is also proposed to be issued to
the Trust. Further, 100% of the participating preference share capital of each of the Acquirers is
proposed to be issued to the Trust. RCDL, a wholly owned subsidiary of RIL through RIIHL, is the sole
beneficiary of the Trust. RIIHL is the protector of the Trust. The Trust belongs to the Reliance group.
5.4. PAC 2, being a trust, does not have any share capital.
5.5. The maximum number of trustees under the Trust Deed is 3. The board of trustees administers and
manages the affairs of the Trust in accordance with the Trust Deed. All decisions of the board of Trustees
are by way of majority vote of the trustees.
5.6. As on the date of this DPS, the Trust does not hold any Equity Shares or voting rights in the Target
Company. Neither the Trust nor its trustees have any relationship with or interest in the Target Company.
The Trust does not have any employees.
5.7. Neither the Trust nor any of its trustees are prohibited by SEBI from dealing in securities pursuant to any
directions issued under Section 11B of the SEBI Act or under any other regulations made under the
SEBI Act.
5.8. The Trust was set up on October 9, 2018 pursuant to the Trust Deed and this being its first year of
existence, no financial statements of the Trust are available as on date.
6.
Details of Reliance Content Distribution Limited (“PAC 3” or “RCDL”)
6.1. RCDL is an unlisted public company limited by shares. It was incorporated on September 4, 2017 under
the laws of India (CIN: U74999MH2017PLC299342). There has been no change in the name of RCDL
since its incorporation.
6.2. The registered office of RCDL is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai
400021. Tel: +91 22 6255 5000.
6.3. The principal activity of RCDL is to engage in the business of partnering and making strategic
investments in entities which are involved in (i) cable services including but not limited to TV, VOIP, Video
on Demand and other allied services, and (ii) internet-based services.
6.4. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of each of the Acquirers. 100% of the class B equity share
capital (with 10 votes per class B equity share) of each of the Acquirers is also proposed to be issued to
the Trust. Further, 100% of the participating preference share capital of each of the Acquirers is
proposed to be issued to the Trust. RCDL, a wholly owned subsidiary of RIL through RIIHL, is the sole
beneficiary of the Trust. RIIHL is the protector of the Trust. RCDL belongs to the Reliance group.
6.5. The shares of RCDL are not listed on any stock exchange in India or abroad.
6.6. As on the date of this DPS, there are no directors representing RCDL on the board of the Target
Company.
6.7. As on the date of this DPS, RCDL does not hold any Equity Shares or voting rights in the Target
Company. Neither RCDL nor its directors have any relationship with or interest in the Target Company.
RCDL does not have any employees.
6.8. RCDL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
6.9. RCDL was incorporated on September 4, 2017 and this being its second year of operations, unaudited
limited review financial information as at and for the six month period ending September 30, 2018 and
audited financial information for the financial period ended March 31, 2018 of RCDL extracted from the
relevant financial statements, are as follows:
(In Rs Crore, except for per share data)
Particulars Number of
shares		 % of Expanded
Voting Share Capital
Fully paid upEquityShares 19,57,75,845 40.99%
Employee Stock Options (“ESOPs”) vested or which will
vestprior to March 31, 2019		 4,15,000 0.09%
Equity Shares proposed to be allotted under the
Preferential Issue		 28,14,48,000 58.92%
Expanded Voting Share Capital 47,76,38,845 100.00%
As of the date of this DPS, there are no: (i) partly paid-up equity shares; and (ii) outstanding convertible instruments
(warrants/fully convertible debentures/partly convertible debentures) issued by the Target Company, apart from
the ESOPs.
10.9.
The Offer Price will be paid in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI
(SAST) Regulations.
10.10. To the best of the knowledge of the Acquirers and the PACs, there are no statutory or other approvals
required to complete the underlying transactions contemplated under the SSA, SPA and SHA and the
acquisition of the Offer Shares that are validly tendered pursuant to the Open Offer or to complete this
Open Offer other than as indicated in Part VI (Statutory and Other Approvals) below. However, in case
any other statutory approvals become applicable and are required by the Acquirers and the PACs at a
later date before the closure of the tendering period, this Open Offer shall be subject to receipt of such
further approvals.
10.11. Where any statutory or other approval extends to some but not all of the Public Shareholders, the
Acquirers shall have the option to make payment to such Public Shareholders in respect of whom no
statutory or other approvals are required in order to complete this Open Offer.
10.12. In terms of Regulation 23 of the SEBI (SAST) Regulations, in the event that, for reasons outside the
reasonable control of the Acquirers, the approvals (whether in relation to the acquisition of the Offer
Shares) specified in this DPS as set out in Part VI (Statutory and Other Approvals) below or those
which become applicable prior to completion of the Open Offer are not received, then the Acquirers
and the PACs shall have the right to withdraw the Open Offer. In the event of such a withdrawal of the
Open Offer, the Acquirers and the PACs (through the Manager to the Offer) shall, within 2 (Two)
working days of such withdrawal, make an announcement of such withdrawal stating the grounds for
the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.
10.13. The Offer Shares will be acquired by the Acquirers fully paid-up, free from all liens, charges and
encumbrances and together with the rights attached thereto, including all rights to dividend, bonus
and rights offer declared in relation thereto, and the tendering Public Shareholders shall have
obtained all necessary consents required by them to sell the Equity Shares on the foregoing basis.
10.14 In terms of the Regulation 25(2) of the SEBI (SAST) Regulations, the Acquirers and PACs have no
intention to alienate any material assets of the Target Company or of any of its subsidiaries (the
“Group”) whether by way of sale, lease, encumbrance or otherwise for a period of 2 (Two) years from
the closure of this Open Offer except: (a) in the ordinary course of business; and (b) on account of
regulatory approvals or conditions or compliance with any law that is binding on or applicable to the
operations of the Group.
10.15. Pursuant to completion of this Open Offer and the underlying transactions contemplated in the SSA,
SPA and SHA, the public shareholding in the Target Company may fall below the minimum public
shareholding requirement as per Rule 19A of the Securities Contracts (Regulation) Rules, 1957 read
with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended. In such an event, the Acquirers and/ or the existing promoter and
promoter group of the Target Company will ensure compliance with the minimum public shareholding
requirements in such manner and timelines as prescribed under applicable law.
10.16. The Manager to the Offer does not hold any Equity Shares as on the date of this DPS. The Manager to
the Offer further declares and undertakes not to deal on their account in the Equity Shares during the
offer period.
II.
BACKGROUND TO THE OPEN OFFER
1.
The board of directors of the Target Company, at its meeting held on October 17, 2018, subject to_inter_
_alia_receipt of approval from the shareholders of the Target Company and receipt of
statutory/regulatory approvals, approved the Preferential Issue. In relation to the said Preferential
Issue, the Target Company, certain members of the existing promoter and promoter group of the
Target Company namely, all the Sellers and the Acquirers entered into the SSA, under which the
Target Company will, subject to_inter alia_receipt of shareholders' approval, receipt of
statutory/regulatory approvals and fulfilment of certain other conditions precedent (unless waived by
the Acquirers), issue and allot the Subscription Shares to the Acquirer. The Acquirer 1 and all the
Sellers have also entered into the SPA pursuant to which the Acquirer 1 has agreed to acquire the Sale
Shares, representing 7.03% of the Expanded Voting Share Capital at a price of Rs. 72.66 per Equity
Share, aggregating Rs. 244.03 crore, subject to fulfilment of certain conditions precedent (unless
waived by the Acquirer 1). Furthermore, the Acquirers, Target Company and certain members of the
existing promoter and promoter group of the Target Company namely, all the Sellers have also
entered into the SHA.
2.
The details of the Equity Shares to be (i) issued and allotted pursuant to the SSA, and (ii) acquired
under the SPA, are as under:
Particulars As at and for 6 months period
ended September 30, 2018
(Unaudited, limited review)		 Financial period ended
March 31, 2018
(Audited)
Tot al Income 0.00 0.00
Pro fit/(Loss) after tax (0.01) (0.02)
Ea
(Ba		 rnings Per Share
sic and Diluted) (Rs)		 (0.94) (4.71)
Net Worth* 0.02 0.03
*c alculated as per the Companies Act, 2013
7.
Details of Reliance Industrial Investments and Holdings Limited (“PAC 4” or “RIIHL”)
7.1. RIIHL is an unlisted public company limited by shares. It was incorporated on October 1, 1986 under the
laws of India (CIN: U65910MH1986PLC041081) as Trishna Investments and Leasings Private Limited.
The status of RIIHL was changed to a 'deemed' public company under Section 43A of the Companies
Act, 1956 on August 20, 1988. The name was thereafter changed to Reliance Industrial Investments and
Holdings Limited on August 6, 1993.
7.2. The registered office of RIIHL is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai
400021. Tel: +91 22 2278 5000, Fax: +91 22 3555 5989.
7.3. The principal activity of RIIHL is trading in petroleum products, manpower services and investments.
7.4. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of each of the Acquirers. 100% of the class B equity share
capital (with 10 votes per class B equity share) of each of the Acquirers is also proposed to be issued to
the Trust. Further, 100% of the participating preference share capital of each of the Acquirers is
proposed to be issued to the Trust. RCDL, a wholly owned subsidiary of RIL through RIIHL, is the sole
beneficiary of the Trust. RIIHL is the protector of the Trust. RIIHL is a wholly owned subsidiary of RIL.
RIIHL belongs to the Reliance group.
7.5. The shares of RIIHL are not listed on any stock exchange in India or abroad.
7.6. As on the date of this DPS, there are no directors representing RIIHL on the board of the Target
Company.
7.7. As on the date of this DPS, RIIHL does not hold any Equity Shares or voting rights in the Target
Company. Neither RIIHL nor its directors or key managerial personnel have any relationship with or
interest in the Target Company.
7.8. RIIHL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
7.9. Unaudited limited review financial information as at and for the six month period ending September 30,
2018 and audited financial information for each of the three financial years ended March 31, 2018,
March 31, 2017 and March 31, 2016 of RIIHL extracted from the relevant financial statements, are as
follows:
(In Rs Crore, except for per share data)
Name of the
Shareholder		 Nature of the
Transaction		 No. of Equity
Shares to be
issued and
allotted/acquired		 Percentage of the
Expanded Voting
Share Capital		 Consideration
(In Rs Crore)
Acquirer 1 Preferential Issue 13,68,47,150 28.65% 994.33
Acquirer 2
 Preferential Issue
 7,12,48,280
 14.92%
 517.69
Particulars As at and for
6 months period ended
September 30, 2018
(Unaudited, limited review)		 Financial year

ended
March 31, 2018

(Audited)		 Financial year
ended
March 31, 2017
(Audited)		 Financial year
ended
March 31, 2016
(Audited)		 Acquirer 3 Preferential Issue 7,33,52,570 15.36% 532.98
Acquirer 1 SPA 3,35,85,000 7.03% 244.03
...continued on next page
3.
As a consequence of the board resolution dated October 17, 2018 approving the Preferential Issue,
SSA, SPA and the SHA, this Open Offer is a mandatory offer being made by the Acquirers and the PACs
in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations.
4.
Salient features of the SSA, SPA and the SHA are set out below:
A.
Salient Features of the SSA
1.
The Target Company shall utilise the Subscription Amount for funding current/future expansion plans,
potential acquisitions, working capital and general corporate purposes.
2.
The obligations of the Acquirers to subscribe to the Subscription Shares and pay the Subscription
Amount to the Target Company shall be conditional on the fulfilment of each of the conditions precedent
as set out in the SSA on or before the Long Stop Date (as defined in the SSA) (unless waived by the
Acquirers), which include, among others, the following conditions:
(i)
the Competition Commission of India (“CCI”) (or any appellate authority in India having
appropriate jurisdiction) having granted approval in a form and substance satisfactory to the
Acquirers (which will include the right to the Acquirers not to accept any condition subject to which
the approval has been granted by CCI) for the consummation of: (a) the issue and allotment of the
Subscription Shares to the Acquirers in accordance with the terms of the SSA, (b) the acquisition
of the Sale Shares by Acquirer 1 from the Seller in accordance with the terms of the SPA, and (c) the
acquisition of the Offer Shares by the Acquirers;
(ii)
receipt of written approval from the Ministry of Information and Broadcasting (including
completion of any national security clearance) for appointment of the Acquirers' nominee directors
to the board of directors of the Target Company;
(iii) the 'in-principle' approval from BSE and NSE for the issue and allotment of the Subscription
Shares to the Acquirers;
(iv) receipt of approval from any governmental authority which may be required for the consummation
of the transaction contemplated under the Transaction Documents (as defined in the SSA),
including allotment of the Subscription Shares under the SSA;
(v)
obtaining shareholders' approval for the Preferential Issue;
(vi) no Material Adverse Effect (as defined in the SSA) having occurred;
(vii) there being no breach of any warranties provided in the SSA by the Sellers and/or the Target
Company;
(viii) no action, suit, proceeding, claim, arbitration or investigation having been brought by any person
and no inquiry having been brought by any governmental authority, in each case, seeking to
restrain or prohibit the consummation of the transaction under the SSA;
(ix) no governmental authority having issued any order or law that has an effect of prohibiting or
materially altering the terms of the transaction under the Transaction Documents (as defined under
the SSA);
(x)
obtaining prior written consent from each of the Lenders (as defined under the SSA) for the
purposes of the transactions proposed under the SSA; and
(xi) all conditions precedent specified under the SPA having been fulfilled or waived, as the case may be.
Tot al Income 997.16 2,185.68 1,542.21 1,776.08
Pro fit/(Loss)after tax 12.28 3.38 (20.09) 2.57
Bas
Sha		 ic Earnings Per
re(Rs)		 0.83 0.23 (1.36) 0.17
Dilu
Sha		 ted Earnings Per
re(Rs)		 0.04 0.01 (1.36) 0.05
Net Worth* 19,756.19 16,910.94 16,300.96 574.52
*C alculated as per the Companies Act, 2013
8.
Details of the Sellers
8.1. The details of the Sellers have been set out below:
Na
Sel		 me of the
lers		 Changes
in the
name in
the past
Nature
of the
Entity/
Individual		 Registered
Office
(residential
address,
if individual)		 Part of the
Promoter
Group of
the Target
Company		 Name

of the
Group
 Name of the
Stock
Exchange in
India or
Abroad,
where listed
(if
applicable)		 Shares or voting
rights held in

in the
Target Company
before entering

into an
agreement with
(1)
Acquirers
Mr.
Ma		 Sameer
nchanda		 NA Individual A-89,
Nizamuddin East,
New Delhi –
110013		 Yes NA NA 4,66,54,550
(23.83%)
Luc
Sys
Priv
Lim		 id
tems
ate
ited		 No
change		 Private
Limited
Company		 236, Okhla
Industrial Area
Phase-III,
New Delhi -110020		 Yes Does not
belong to
any group		 NA 1,60,00,000
(8.17%)
Ver
Eng
Priv
Lim		 ve
ineering
ate
ited		 No
change		 Private
Limited
Company		 236, Okhla
Industrial Area
Phase-III,
New Delhi -110020		 Yes Does not
belong to
any group		 NA 45,29,670
(2.31%)
Note
(1)		 :
Pre-transaction shareholding percentage calculated after considering the total number of Equity Shares of the
Target Company as on September 30, 2018.
8.2. None of the Sellers are prohibited by SEBI from dealing in securities pursuant to any directions issued
under Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
9.
DEN NETWORKS LIMITED (“Target Company”)
9.1. The Target Company is a public limited company with corporate identification number
L92490DL2007PLC165673. There has been no change in the name of Target Company in the last three years.
N OFFER FOR ACQUISITION OF UP TO 12,21,83,457 FULLY PAID UP EQUITY SHARES OF FACE VALUE
RS. 10 EACH (“EQUITY SHARE”), REPRESENTING 25.58% OF THE EXPANDED VOTING SHARE
ITAL (AS DEFINED BELOW) OF DEN NETWORKS LIMITED (“TARGET COMPANY”) FROM THE PUBLIC
REHOLDERS (AS DEFINED BELOW) OF THE TARGET COMPANY BY JIO FUTURISTIC DIGITAL
DINGS PRIVATE LIMITED (“JFDHPL” OR “ACQUIRER 1”), JIO DIGITAL DISTRIBUTION HOLDINGS
ATE LIMITED (“JDDHPL” OR “ACQUIRER 2”) AND JIO TELEVISION DISTRIBUTION HOLDINGS
ATE LIMITED (“JTDHPL” OR “ACQUIRER 3”) (HEREINAFTER ACQUIRER 1, ACQUIRER 2 AND
UIRER 3 ARE COLLECTIVELY REFERRED TO AS THE “ACQUIRERS”) TOGETHER WITH RELIANCE
STRIES LIMITED (“RIL” OR “PAC 1”), DIGITAL MEDIA DISTRIBUTION TRUST (“TRUST” OR “PAC 2”),
ANCE CONTENT DISTRIBUTION LIMITED (“RCDL” OR “PAC 3”) AND RELIANCE INDUSTRIAL
STMENTS AND HOLDINGS LIMITED (“RIIHL” OR “PAC 4”) (HEREINAFTER PAC 1, PAC 2, PAC 3 AND
4 ARE COLLECTIVELY REFERRED TO AS THE “PACs”), IN THEIR CAPACITY AS THE PERSONS
ING IN CONCERT WITH THE ACQUIRERS (“OFFER” OR “OPEN OFFER”).
detailed public statement (“DPS”) is being issued by JM Financial Limited, the manager to the Open Offer (the
nager to the Offer”), for and on behalf of the Acquirers and the PACs, to the Public Shareholders of the Target
pany pursuant to and in compliance with Regulations 13(4), 14(3) and 15(2) of the Securities and Exchange
d of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments
to (“SEBI (SAST) Regulations”), pursuant to the public announcement (“PA”) dated October 17, 2018 filed
he BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”), Securities and Exchange Board
ia (“SEBI”) and the Target Company, in terms of Regulations 3(1) and 4 of the SEBI (SAST) Regulations.
he purposes of this DPS, the following terms have the meanings assigned to them below:
anded Voting Share Capital”shall mean the total voting equity share capital of the Target Company on a fully
d basis expected as of the 10th (Tenth) working day from the closure of the tendering period for the Open
. This includes (i) 28,14,48,000 Equity Shares to be allotted by the Target Company to the Acquirers in terms of
SA (as defined below), subject to the approval of the shareholders of the Target Company and other
tory/regulatory approvals, and (ii) 4,15,000 employee stock options vested or which shall vest prior to
h 31, 2019.
lic Shareholders”shall mean all the public shareholders of the Target Company who are eligible to tender
Equity Shares in the Open Offer, except: (i) the Acquirers and the PACs, (ii) parties to the underlying SSA, SPA
efined below) and SHA (as defined below) including persons deemed to be acting in concert with such parties
e SSA, SPA and SHA, as the case may be, and (iii) Reliance Ventures Limited (“RVL”), Reliance Strategic
tments Limited (“RSIL”) and Network18 Media & Investments Limited (“NW18”) which together own
6,968 Equity Shares constituting 1.35% of the paid-up equity share capital of the Target Company. RVL and
are wholly owned subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and
ols 73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
d and controlled by it).
I Act”shall mean Securities and Exchange Board of India Act, 1992 and subsequent amendments thereto.
ers”shall mean any or all of Mr. Sameer Manchanda, Lucid Systems Private Limited and Verve Engineering
te Limited.
ck Exchanges”shall mean BSE and NSE.
ACQUIRERS, PACS, TARGET COMPANY, SELLERS AND OPEN OFFER
1
Details of Jio Futuristic Digital Holdings Private Limited (“Acquirer 1” or “JFDHPL”)
1.1. Acquirer 1 is a private company limited by shares. It was incorporated on October 15, 2018 under the
laws of India (CIN: U74999MH2018PTC315768). There has been no change in the name of Acquirer 1
since its incorporation.
1.2. The registered office of Acquirer 1 is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point,
Mumbai 400021, India, Tel: +91 22 3555 5000.
1.3. The principal activity of Acquirer 1 is to engage in the business of partnering and making strategic
investments in entities which are involved in (i) cable services including but not limited to TV, VOIP, Video
on Demand and other allied services, and (ii) internet-based services.
1.4. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of Acquirer 1. 100% of the class B equity share capital (with
10 votes per class B equity share) of Acquirer 1 is also proposed to be issued to the Trust. Further, 100%
of the participating preference share capital of Acquirer 1 is proposed to be issued to the Trust. RCDL, a
wholly owned subsidiary of RIL through RIIHL, is the sole beneficiary of the Trust. RIIHL is the protector
of the Trust. Acquirer 1 belongs to the Reliance group.
1.5. The shares of Acquirer 1 are not listed on any stock exchange in India or abroad.
1.6. As on the date of this DPS, there are no directors representing Acquirer 1 on the board of the Target
Company.
1.7. As on the date of this DPS, Acquirer 1 does not hold any Equity Shares or voting rights in the Target
Company. Neither Acquirer 1 nor its directors have any relationship with or interest in the Target
Company. Acquirer 1 does not have any employees.
1.8. Acquirer 1 is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
1.9. Acquirer 1 was incorporated on October 15, 2018 and this being its first year of operations, no financial
statements of Acquirer 1 are available as on date.
2.
Details of Jio Digital Distribution Holdings Private Limited (“Acquirer 2” or “JDDHPL”)
2.1 Acquirer 2 is a private company limited by shares. It was incorporated on October 15, 2018 under the
laws of India (CIN: U74999MH2018PTC315791). There has been no change in the name of Acquirer 2
since its incorporation.
2.2 The registered office of Acquirer 2 is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point,
Mumbai 400021, India, Tel: +91 22 3555 5000.
2.3 The principal activity of Acquirer 2 is to engage in the business of partnering and making strategic
investments in entities which are involved in (i) cable services including but not limited to TV, VOIP, Video
on Demand and other allied services, and (ii) internet-based services.
2.4 The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of Acquirer 2. 100% of the class B equity share capital (with
10 votes per class B equity share) of Acquirer 2 is also proposed to be issued to the Trust. Further, 100%
of the participating preference share capital of Acquirer 2 is proposed to be issued to the Trust. RCDL, a
wholly owned subsidiary of RIL through RIIHL, is the sole beneficiary of the Trust. RIIHL is the protector
of the Trust. Acquirer 2 belongs to the Reliance group.
2.5 The shares of Acquirer 2 are not listed on any stock exchange in India or abroad.
2.6 As on the date of this DPS, there are no directors representing Acquirer 2 on the board of the Target
Company.
2.7 As on the date of this DPS, Acquirer 2 does not hold any Equity Shares or voting rights in the Target
Company. Neither Acquirer 2 nor its directors have any relationship with or interest in the Target
Company. Acquirer 2 does not have any employees.
2.8 Acquirer 2 is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
2.9 Acquirer 2 was incorporated on October 15, 2018 and this being its first year of operations, no financial
statements of Acquirer 2 are available as on date.
3.
Details of Jio Television Distribution Holdings Private Limited (“Acquirer 3” or “JTDHPL”)
3.1 Acquirer 3 is a private company limited by shares. It was incorporated on October 12, 2018 under the
laws of India (CIN: U74999MH2018PTC315702). There has been no change in the name of Acquirer 3
since its incorporation.
3.2 The registered office of Acquirer 3 is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point,
Mumbai 400021, India, Tel: +91 22 3555 5000.
3.3 The principal activity of Acquirer 3 is to engage in the business of partnering and making strategic
investments in entities which are involved in (i) cable services including but not limited to TV, VOIP, Video
on Demand and other allied services and (ii) internet-based services.
3.4 The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of Acquirer 3. 100% of the class B equity share capital (with
10 votes per class B equity share) of Acquirer 3 is also proposed to be issued to the Trust. Further, 100%
of the participating preference share capital of Acquirer 3 is proposed to be issued to the Trust. RCDL, a
wholly owned subsidiary of RIL through RIIHL, is the sole beneficiary of the Trust. RIIHL is the protector
of the Trust. Acquirer 3 belongs to the Reliance group.
3.5 The shares of Acquirer 3 are not listed on any stock exchange in India or abroad.
3.6 As on the date of this DPS, there are no directors representing Acquirer 3 on the board of the Target
Company.
3.7 As on the date of this DPS, Acquirer 3 does not hold any Equity Shares or voting rights in the Target
Company. Neither Acquirer 3 nor its directors have any relationship with or interest in the Target
Company. Acquirer 3 does not have any employees.
3.8 Acquirer 3 is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
3.9 Acquirer 3 was incorporated on October 12, 2018 and this being its first year of operations, no financial
statements of Acquirer 3 are available as on date.
4.
Details of Reliance Industries Limited (“PAC 1” or “RIL”)
4.1. Reliance Industries Limited, a company limited by shares was originally incorporated on May 8, 1973
under the name Mynylon Limited in the State of Karnataka under the Companies Act, 1956 (CIN:
L17110MH1973PLC019786). The name was subsequently changed to Reliance Textile Industries
Limited on March 11, 1977 and eventually to its present name on June 27, 1985. The registered office
was changed from State of Karnataka to State of Maharashtra on July 2, 1977. The present registered
office of RIL is situated at 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, Tel: +91
22 3555 5000, Fax: +91 22 3555 5560.
4.2. RIL, the flagship company of the Reliance group is the largest private sector company on all major
financial parameters with a consolidated total income of Rs. 4,18,214 crore, consolidated profit after tax
of Rs. 36,080 crore for the financial year ended March 31, 2018 and net worth of Rs. 2,89,507 crore as of
March 31, 2018. RIL has presence across the energy and material value chain as well as retail and
telecommunication sectors.
4.3. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of each of the Acquirers. 100% of the class B equity share
capital (with 10 votes per class B equity share) of each of the Acquirers is also proposed to be issued to
the Trust. Further, 100% of the participating preference share capital of each of the Acquirers is
proposed to be issued to the Trust. RCDL, a wholly owned subsidiary of RIL through RIIHL, is the sole
beneficiary of the Trust. RIIHL is the protector of the Trust.
4.4. The equity shares of RIL are listed on the BSE and NSE and the global depository receipts (“GDR”) are
listed on the Luxembourg Stock Exchange and traded on the International Order Book (IOB) of London
Stock Exchange. GDRs are also traded amongst 'Qualified Institutional Investors' in the Portal System of
NASD, USA.
4.5 The names of the (A) promoter and promoter group, (B) other significant shareholders (public
shareholders holding more than 1% of fully paid-up equity share capital), and (C) other significant
shareholders (non-public non-promoter shareholders holding more than 1% of fully paid-up equity
share capital) of RIL as disclosed by it to the stock exchanges under Regulation 31 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as of
September 30, 2018 are as follows:
A.
Promoter and Promoter Group
Individuals:M D Ambani, Nita Ambani, Isha M Ambani, Akash M Ambani, Anant M Ambani and K
D Ambani.
Body Corporates and Others:Devarshi Commercials LLP, Srichakra Commercials LLP, Karuna
Commercials LLP, Tattvam Enterprises LLP, Reliance Industries Holding Private Ltd, Shreeji
Comtrade LLP, Shrikrishna Tradecom LLP, Svar Enterprises LLP, Reliance Welfare Association,
Vasuprada Enterprises LLP, Reliance Industrial Infrastructure Limited, Exotic Officeinfra Private
Limited, Carat Holdings and Trading Co Pvt Ltd, Neutron Enterprises Private Limited, Futura
Commercials Private Limited, Kankhal Trading LLP, Bhuvanesh Enterprises LLP, Ajitesh
Enterprises LLP, Badri Commercials LLP, Abhayaprada Enterprises LLP, Trilokesh Commercials
LLP, Taran Enterprises LLP, Pitambar Enterprises LLP, Adisesh Enterprises LLP, Rishikesh
Enterprises LLP, Pavana Enterprises LLP, Kamalakar Enterprises LLP, Narahari Enterprises LLP,
Chakradev Enterprises LLP, Chakradhar Commercials LLP, Chakresh Enterprises LLP,
Chhatrabhuj Enterprises LLP, Harinarayan Enterprises LLP, Janardan Commercials LLP, Samarjit
Enterprises LLP, Shripal Enterprises LLP, Synergy Synthetics Private Limited, Vishatan Enterprises
LLP, Elakshi Commercials Private Limited, Pinakin Commercials Private Limited, Anuprabha
Commercials Private Limited, Manuvidya Commercials Private Limited, Nirahankara Commercials
Private Limited, Vandhya Commercials Private Limited, Reliance Life Sciences Private Limited,
Sikka Ports & Terminals Limited (Previously known as Reliance Ports and Terminals Limited),
Jamnagar Utilities and Power Private Limited (Previously known as Reliance Utilities and Power
Private Limited), EWPL Holdings Private Limited (Previously known as Reliance Utilities Private
Limited) and Petroleum Trust (through Trustees for sole beneficiary-M/s Reliance Industrial
Investments and Holdings Ltd.).
B.
Other significant shareholders (public shareholders holding more than 1% of fully paid-up
equity share capital)
Europacific Growth Fund, Government of Singapore and Life Insurance Corporation of India.		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)		 C
Other significant shareholders (non-public non-promoter shareholders holding more than
1% of fully paid-up equity share capital)
Bank of New York (for GDRs)
4.6. Other than as stated in paragraphs 4.7 and 4.8 below, neither RIL nor its directors or key managerial
personnel have any relationship with or interest in the Target Company. Further, as on the date of this
DPS, there are no directors representing RIL on the board of the Target Company.
4.7. As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
4.8. RRB Investments Private Limited, an indirect subsidiary of NW18, holds 25,00,000 0.001% non-
cumulative redeemable preference shares of face value of Rs. 10 each aggregating Rs. 2.50 crore of
Den Futuristic Cable Networks Private Limited, which is a subsidiary of the Target Company.
Furthermore, TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited,
subsidiaries of NW18, have entered into agreements with the Target Company and/ or its affiliates in
connection with the distribution of Network18 group's television channels and other related services.
4.9. RIL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under Section
11B of the SEBI Act or under any other regulations made under the SEBI Act.
4.10. Consolidated unaudited limited review financial information as at and for the six month period ending
September 30, 2018 and consolidated audited financial information for each of the three financial years
ended March 31, 2018, March 31, 2017 and March 31, 2016 of RIL extracted from the relevant financial
statements, are as follows:
(In Rs Crore, except for per share data)






































































9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)		 9.2. The registered office of the Target Company is situated at 236, Okhla Industrial Estate, Phase-III, New
Delhi- 110 020, India. Tel: +91 11 40522200, Fax: +91 11 40522203.
9.3. The Target Company is engaged in the business of distribution of television channels through analog
and digital cable distribution network, and provision of broadband service (through its subsidiary). Its
segments include cable (which consists of distribution and promotion of television channels) and
broadband (which consists of providing internet services).
9.4. The Equity Shares are listed on the BSE (Security ID: DEN, Security Code: 533137) and the NSE
(Symbol: DEN). The ISIN of the Equity Shares of the Target Company is INE947J01015.
9.5. The Equity Shares are frequently traded on BSE and NSE within the meaning of explanation provided in
Regulation 2(1)(j) of the SEBI (SAST) Regulations as on the date of the DPS.
9.6. The Target Company does not have any partly paid-up equity shares.
9.7. Summary of the audited consolidated financial statements of the Target Company for the financial years
ended March 31, 2018, March 31, 2017, and March 31, 2016 are as follows:
(In Rs Crore, except for per share data)
Particulars Financial year ended
March 31, 2018
(Audited)		 Financial year ended
March 31, 2017
(Audited)		 Financial year ended
March 31, 2016
(Audited)
Total Income 1,314.98 1,198.67 1,005.87
Profit/(Loss) After Tax (17.12) (187.76) (431.30)
Earnings Per Share
(Basic and Diluted) (Rs)		 (1.77) (11.28) (24.21)
Net Worth 8,89.91 902.83 1,040.28
Source: The financial information set forth above has been extracted from the Target Company's audited
consolidated financial statements as at and for the financial years ended March 31, 2018, March 31, 2017, and
March 31, 2016
10. Details of the Open Offer
10.1. The board of directors of the Target Company, at its meeting held on October 17, 2018, subject to_inter_
_alia_receipt of approval from the shareholders of the Target Company and receipt of statutory/regulatory
approvals, approved the preferential issue of 28,14,48,000 Equity Shares (“Subscription Shares”),
representing 58.92% of the Expanded Voting Share Capital, to the Acquirers at a price of Rs. 72.66 per
Equity Share, aggregating Rs. 2,045.00 crore (“Subscription Amount”), to be paid in cash
(“Preferential Allotment” or “Preferential Issue”). In relation to the said Preferential Issue, on October
17, 2018, the Target Company, certain members of the existing promoter and promoter group of the
Target Company namely, all the Sellers and the Acquirers entered into a share subscription agreement
(“SSA”), under which the Target Company will, subject to_inter alia_receipt of shareholders' approval,
receipt of statutory/regulatory approvals and fulfilment of certain other conditions precedent (unless
waived by the Acquirers) issue and allot the Subscription Shares to the Acquirers.
10.2. The Acquirer 1 and all the Sellers have also entered into a share purchase agreement on October 17,
2018 (“SPA”) pursuant to which the Acquirer 1 has, subject to fulfilment of certain conditions precedent
(unless waived by Acquirer 1), agreed to acquire 3,35,85,000 Equity Shares (“Sale Shares”),
representing 7.03% of the Expanded Voting Share Capital at a price of Rs. 72.66 per Equity Share,
aggregating Rs. 244.03 crore.
10.3. Furthermore, the Acquirers, Target Company and certain members of the existing promoter and
promoter group of the Target Company namely, all the Sellers have also entered into a shareholders'
agreement on October 17, 2018 (“SHA”).
10.4. The Open Offer is being made to the Public Shareholders in accordance with Regulations 3(1) and 4 of
the SEBI (SAST) Regulations pursuant to the board resolution approving the Preferential Issue, SSA,
SPA and the SHA.
10.5. The Acquirers and the PACs are making this Open Offer to acquire from the Public Shareholders up to
12,21,83,457 Equity Shares (“Offer Shares”), constituting 25.58% of the Expanded Voting Share
Capital of the Target Company at an offer price of Rs. 72.66 per Equity Share (the“Offer Price”),
aggregating Rs. 887.78 crore (“Offer Consideration”).
10.6. This is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
10.7. This Open Offer is not conditional on any minimum level of acceptance.
10.8. As of the date of this DPS, the Expanded Voting Share Capital is as follows:
Particulars As at and for
6 months period ended
September 30, 2018
(Unaudited, limited review)		 Financial year

ended
March 31, 2018

(Audited)		 Financial year
ended
March 31, 2017
(Audited)		 Financial year
ended
March 31, 2016
(Audited)
Tot al Income 2,82,115 4,18,214 3,39,623 3,05,351
Pro fit after tax 19,034 36,080 29,833 29,861
Bas
Sha		 ic Earnings Per
re(Rs)		 32.03** 60.94 #
50.67		 100.97
Dilu
Sha		 ted Earnings Per
re(Rs)		 32.02** 60.89 #
50.57		 100.75
Net Worth*** 3,04,037 2,89,507 2,57,350 2,27,051
#ad
n
*		 justed for bonus
ot annualized
calculated as per the Companies Act, 2013
5.
Details of Digital Media Distribution Trust (“PAC 2” or “Trust”)
5.1. The trust was set up pursuant to a trust deed dated October 9, 2018 by and among Shri L.V. Merchant as
the 'Settlor' and Shri Atul S. Dayal and Shri Madhusudana Siva Prasad Panda as the first trustees
(“Trust Deed”). The other trustee of the Trust is Reliance Media Transmission Private Limited.
5.2. The office of the Trust is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400021,
India, Tel: +91 22 3555 5000.
5.3. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of each of the Acquirers. 100% of the class B equity share
capital (with 10 votes per class B equity share) of each of the Acquirers is also proposed to be issued to
the Trust. Further, 100% of the participating preference share capital of each of the Acquirers is
proposed to be issued to the Trust. RCDL, a wholly owned subsidiary of RIL through RIIHL, is the sole
beneficiary of the Trust. RIIHL is the protector of the Trust. The Trust belongs to the Reliance group.
5.4. PAC 2, being a trust, does not have any share capital.
5.5. The maximum number of trustees under the Trust Deed is 3. The board of trustees administers and
manages the affairs of the Trust in accordance with the Trust Deed. All decisions of the board of Trustees
are by way of majority vote of the trustees.
5.6. As on the date of this DPS, the Trust does not hold any Equity Shares or voting rights in the Target
Company. Neither the Trust nor its trustees have any relationship with or interest in the Target Company.
The Trust does not have any employees.
5.7. Neither the Trust nor any of its trustees are prohibited by SEBI from dealing in securities pursuant to any
directions issued under Section 11B of the SEBI Act or under any other regulations made under the
SEBI Act.
5.8. The Trust was set up on October 9, 2018 pursuant to the Trust Deed and this being its first year of
existence, no financial statements of the Trust are available as on date.
6.
Details of Reliance Content Distribution Limited (“PAC 3” or “RCDL”)
6.1. RCDL is an unlisted public company limited by shares. It was incorporated on September 4, 2017 under
the laws of India (CIN: U74999MH2017PLC299342). There has been no change in the name of RCDL
since its incorporation.
6.2. The registered office of RCDL is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai
400021. Tel: +91 22 6255 5000.
6.3. The principal activity of RCDL is to engage in the business of partnering and making strategic
investments in entities which are involved in (i) cable services including but not limited to TV, VOIP, Video
on Demand and other allied services, and (ii) internet-based services.
6.4. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of each of the Acquirers. 100% of the class B equity share
capital (with 10 votes per class B equity share) of each of the Acquirers is also proposed to be issued to
the Trust. Further, 100% of the participating preference share capital of each of the Acquirers is
proposed to be issued to the Trust. RCDL, a wholly owned subsidiary of RIL through RIIHL, is the sole
beneficiary of the Trust. RIIHL is the protector of the Trust. RCDL belongs to the Reliance group.
6.5. The shares of RCDL are not listed on any stock exchange in India or abroad.
6.6. As on the date of this DPS, there are no directors representing RCDL on the board of the Target
Company.
6.7. As on the date of this DPS, RCDL does not hold any Equity Shares or voting rights in the Target
Company. Neither RCDL nor its directors have any relationship with or interest in the Target Company.
RCDL does not have any employees.
6.8. RCDL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
6.9. RCDL was incorporated on September 4, 2017 and this being its second year of operations, unaudited
limited review financial information as at and for the six month period ending September 30, 2018 and
audited financial information for the financial period ended March 31, 2018 of RCDL extracted from the
relevant financial statements, are as follows:
(In Rs Crore, except for per share data)
Particulars Number of
shares		 % of Expanded
Voting Share Capital
Fully paid upEquityShares 19,57,75,845 40.99%
Employee Stock Options (“ESOPs”) vested or which will
vestprior to March 31, 2019		 4,15,000 0.09%
Equity Shares proposed to be allotted under the
Preferential Issue		 28,14,48,000 58.92%
Expanded Voting Share Capital 47,76,38,845 100.00%
As of the date of this DPS, there are no: (i) partly paid-up equity shares; and (ii) outstanding convertible instruments
(warrants/fully convertible debentures/partly convertible debentures) issued by the Target Company, apart from
the ESOPs.
10.9.
The Offer Price will be paid in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI
(SAST) Regulations.
10.10. To the best of the knowledge of the Acquirers and the PACs, there are no statutory or other approvals
required to complete the underlying transactions contemplated under the SSA, SPA and SHA and the
acquisition of the Offer Shares that are validly tendered pursuant to the Open Offer or to complete this
Open Offer other than as indicated in Part VI (Statutory and Other Approvals) below. However, in case
any other statutory approvals become applicable and are required by the Acquirers and the PACs at a
later date before the closure of the tendering period, this Open Offer shall be subject to receipt of such
further approvals.
10.11. Where any statutory or other approval extends to some but not all of the Public Shareholders, the
Acquirers shall have the option to make payment to such Public Shareholders in respect of whom no
statutory or other approvals are required in order to complete this Open Offer.
10.12. In terms of Regulation 23 of the SEBI (SAST) Regulations, in the event that, for reasons outside the
reasonable control of the Acquirers, the approvals (whether in relation to the acquisition of the Offer
Shares) specified in this DPS as set out in Part VI (Statutory and Other Approvals) below or those
which become applicable prior to completion of the Open Offer are not received, then the Acquirers
and the PACs shall have the right to withdraw the Open Offer. In the event of such a withdrawal of the
Open Offer, the Acquirers and the PACs (through the Manager to the Offer) shall, within 2 (Two)
working days of such withdrawal, make an announcement of such withdrawal stating the grounds for
the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.
10.13. The Offer Shares will be acquired by the Acquirers fully paid-up, free from all liens, charges and
encumbrances and together with the rights attached thereto, including all rights to dividend, bonus
and rights offer declared in relation thereto, and the tendering Public Shareholders shall have
obtained all necessary consents required by them to sell the Equity Shares on the foregoing basis.
10.14 In terms of the Regulation 25(2) of the SEBI (SAST) Regulations, the Acquirers and PACs have no
intention to alienate any material assets of the Target Company or of any of its subsidiaries (the
“Group”) whether by way of sale, lease, encumbrance or otherwise for a period of 2 (Two) years from
the closure of this Open Offer except: (a) in the ordinary course of business; and (b) on account of
regulatory approvals or conditions or compliance with any law that is binding on or applicable to the
operations of the Group.
10.15. Pursuant to completion of this Open Offer and the underlying transactions contemplated in the SSA,
SPA and SHA, the public shareholding in the Target Company may fall below the minimum public
shareholding requirement as per Rule 19A of the Securities Contracts (Regulation) Rules, 1957 read
with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended. In such an event, the Acquirers and/ or the existing promoter and
promoter group of the Target Company will ensure compliance with the minimum public shareholding
requirements in such manner and timelines as prescribed under applicable law.
10.16. The Manager to the Offer does not hold any Equity Shares as on the date of this DPS. The Manager to
the Offer further declares and undertakes not to deal on their account in the Equity Shares during the
offer period.
II.
BACKGROUND TO THE OPEN OFFER
1.
The board of directors of the Target Company, at its meeting held on October 17, 2018, subject to_inter_
_alia_receipt of approval from the shareholders of the Target Company and receipt of
statutory/regulatory approvals, approved the Preferential Issue. In relation to the said Preferential
Issue, the Target Company, certain members of the existing promoter and promoter group of the
Target Company namely, all the Sellers and the Acquirers entered into the SSA, under which the
Target Company will, subject to_inter alia_receipt of shareholders' approval, receipt of
statutory/regulatory approvals and fulfilment of certain other conditions precedent (unless waived by
the Acquirers), issue and allot the Subscription Shares to the Acquirer. The Acquirer 1 and all the
Sellers have also entered into the SPA pursuant to which the Acquirer 1 has agreed to acquire the Sale
Shares, representing 7.03% of the Expanded Voting Share Capital at a price of Rs. 72.66 per Equity
Share, aggregating Rs. 244.03 crore, subject to fulfilment of certain conditions precedent (unless
waived by the Acquirer 1). Furthermore, the Acquirers, Target Company and certain members of the
existing promoter and promoter group of the Target Company namely, all the Sellers have also
entered into the SHA.
2.
The details of the Equity Shares to be (i) issued and allotted pursuant to the SSA, and (ii) acquired
under the SPA, are as under:
Particulars As at and for 6 months period
ended September 30, 2018
(Unaudited, limited review)		 Financial period ended
March 31, 2018
(Audited)
Tot al Income 0.00 0.00
Pro fit/(Loss) after tax (0.01) (0.02)
Ea
(Ba		 rnings Per Share
sic and Diluted) (Rs)		 (0.94) (4.71)
Net Worth* 0.02 0.03
*c alculated as per the Companies Act, 2013
7.
Details of Reliance Industrial Investments and Holdings Limited (“PAC 4” or “RIIHL”)
7.1. RIIHL is an unlisted public company limited by shares. It was incorporated on October 1, 1986 under the
laws of India (CIN: U65910MH1986PLC041081) as Trishna Investments and Leasings Private Limited.
The status of RIIHL was changed to a 'deemed' public company under Section 43A of the Companies
Act, 1956 on August 20, 1988. The name was thereafter changed to Reliance Industrial Investments and
Holdings Limited on August 6, 1993.
7.2. The registered office of RIIHL is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai
400021. Tel: +91 22 2278 5000, Fax: +91 22 3555 5989.
7.3. The principal activity of RIIHL is trading in petroleum products, manpower services and investments.
7.4. The Trust, represented by its trustees (i) Reliance Media Transmission Private Limited, (ii) Shri
Madhusudana Siva Prasad Panda, and (iii) Shri Atul S. Dayal, holds 100% of the class A equity share
capital (with 1 vote per class A equity share) of each of the Acquirers. 100% of the class B equity share
capital (with 10 votes per class B equity share) of each of the Acquirers is also proposed to be issued to
the Trust. Further, 100% of the participating preference share capital of each of the Acquirers is
proposed to be issued to the Trust. RCDL, a wholly owned subsidiary of RIL through RIIHL, is the sole
beneficiary of the Trust. RIIHL is the protector of the Trust. RIIHL is a wholly owned subsidiary of RIL.
RIIHL belongs to the Reliance group.
7.5. The shares of RIIHL are not listed on any stock exchange in India or abroad.
7.6. As on the date of this DPS, there are no directors representing RIIHL on the board of the Target
Company.
7.7. As on the date of this DPS, RIIHL does not hold any Equity Shares or voting rights in the Target
Company. Neither RIIHL nor its directors or key managerial personnel have any relationship with or
interest in the Target Company.
7.8. RIIHL is not prohibited by SEBI from dealing in securities pursuant to any directions issued under
Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
7.9. Unaudited limited review financial information as at and for the six month period ending September 30,
2018 and audited financial information for each of the three financial years ended March 31, 2018,
March 31, 2017 and March 31, 2016 of RIIHL extracted from the relevant financial statements, are as
follows:
(In Rs Crore, except for per share data)
Name of the
Shareholder		 Nature of the
Transaction		 No. of Equity
Shares to be
issued and
allotted/acquired		 Percentage of the
Expanded Voting
Share Capital		 Consideration
(In Rs Crore)
Acquirer 1 Preferential Issue 13,68,47,150 28.65% 994.33
Acquirer 2
 Preferential Issue
 7,12,48,280
 14.92%
 517.69
Particulars As at and for
6 months period ended
September 30, 2018
(Unaudited, limited review)		 Financial year

ended
March 31, 2018

(Audited)		 Financial year
ended
March 31, 2017
(Audited)		 Financial year
ended
March 31, 2016
(Audited)		 Acquirer 3 Preferential Issue 7,33,52,570 15.36% 532.98
Acquirer 1 SPA 3,35,85,000 7.03% 244.03
...continued on next page
3.
As a consequence of the board resolution dated October 17, 2018 approving the Preferential Issue,
SSA, SPA and the SHA, this Open Offer is a mandatory offer being made by the Acquirers and the PACs
in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations.
4.
Salient features of the SSA, SPA and the SHA are set out below:
A.
Salient Features of the SSA
1.
The Target Company shall utilise the Subscription Amount for funding current/future expansion plans,
potential acquisitions, working capital and general corporate purposes.
2.
The obligations of the Acquirers to subscribe to the Subscription Shares and pay the Subscription
Amount to the Target Company shall be conditional on the fulfilment of each of the conditions precedent
as set out in the SSA on or before the Long Stop Date (as defined in the SSA) (unless waived by the
Acquirers), which include, among others, the following conditions:
(i)
the Competition Commission of India (“CCI”) (or any appellate authority in India having
appropriate jurisdiction) having granted approval in a form and substance satisfactory to the
Acquirers (which will include the right to the Acquirers not to accept any condition subject to which
the approval has been granted by CCI) for the consummation of: (a) the issue and allotment of the
Subscription Shares to the Acquirers in accordance with the terms of the SSA, (b) the acquisition
of the Sale Shares by Acquirer 1 from the Seller in accordance with the terms of the SPA, and (c) the
acquisition of the Offer Shares by the Acquirers;
(ii)
receipt of written approval from the Ministry of Information and Broadcasting (including
completion of any national security clearance) for appointment of the Acquirers' nominee directors
to the board of directors of the Target Company;
(iii) the 'in-principle' approval from BSE and NSE for the issue and allotment of the Subscription
Shares to the Acquirers;
(iv) receipt of approval from any governmental authority which may be required for the consummation
of the transaction contemplated under the Transaction Documents (as defined in the SSA),
including allotment of the Subscription Shares under the SSA;
(v)
obtaining shareholders' approval for the Preferential Issue;
(vi) no Material Adverse Effect (as defined in the SSA) having occurred;
(vii) there being no breach of any warranties provided in the SSA by the Sellers and/or the Target
Company;
(viii) no action, suit, proceeding, claim, arbitration or investigation having been brought by any person
and no inquiry having been brought by any governmental authority, in each case, seeking to
restrain or prohibit the consummation of the transaction under the SSA;
(ix) no governmental authority having issued any order or law that has an effect of prohibiting or
materially altering the terms of the transaction under the Transaction Documents (as defined under
the SSA);
(x)
obtaining prior written consent from each of the Lenders (as defined under the SSA) for the
purposes of the transactions proposed under the SSA; and
(xi) all conditions precedent specified under the SPA having been fulfilled or waived, as the case may be.
Tot al Income 997.16 2,185.68 1,542.21 1,776.08
Pro fit/(Loss)after tax 12.28 3.38 (20.09) 2.57
Bas
Sha		 ic Earnings Per
re(Rs)		 0.83 0.23 (1.36) 0.17
Dilu
Sha		 ted Earnings Per
re(Rs)		 0.04 0.01 (1.36) 0.05
Net Worth* 19,756.19 16,910.94 16,300.96 574.52
*C alculated as per the Companies Act, 2013
8.
Details of the Sellers
8.1. The details of the Sellers have been set out below:
Na
Sel		 me of the
lers		 Changes
in the
name in
the past
Nature
of the
Entity/
Individual		 Registered
Office
(residential
address,
if individual)		 Part of the
Promoter
Group of
the Target
Company		 Name

of the
Group
 Name of the
Stock
Exchange in
India or
Abroad,
where listed
(if
applicable)		 Shares or voting
rights held in

in the
Target Company
before entering

into an
agreement with
(1)
Acquirers
Mr.
Ma		 Sameer
nchanda		 NA Individual A-89,
Nizamuddin East,
New Delhi –
110013		 Yes NA NA 4,66,54,550
(23.83%)
Luc
Sys
Priv
Lim		 id
tems
ate
ited		 No
change		 Private
Limited
Company		 236, Okhla
Industrial Area
Phase-III,
New Delhi -110020		 Yes Does not
belong to
any group		 NA 1,60,00,000
(8.17%)
Ver
Eng
Priv
Lim		 ve
ineering
ate
ited		 No
change		 Private
Limited
Company		 236, Okhla
Industrial Area
Phase-III,
New Delhi -110020		 Yes Does not
belong to
any group		 NA 45,29,670
(2.31%)
Note
(1)		 :
Pre-transaction shareholding percentage calculated after considering the total number of Equity Shares of the
Target Company as on September 30, 2018.
8.2. None of the Sellers are prohibited by SEBI from dealing in securities pursuant to any directions issued
under Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
9.
DEN NETWORKS LIMITED (“Target Company”)
9.1. The Target Company is a public limited company with corporate identification number
L92490DL2007PLC165673. There has been no change in the name of Target Company in the last three years.

OPEN OFFER FOR ACQUISITION OF UP TO 12,21,83,457 FULLY PAID UP EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARE”), REPRESENTING 25.58% OF THE EXPANDED VOTING SHARE CAPITAL (AS DEFINED BELOW) OF DEN NETWORKS LIMITED (“TARGET COMPANY”) FROM THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF THE TARGET COMPANY BY JIO FUTURISTIC DIGITAL HOLDINGS PRIVATE LIMITED (“JFDHPL” OR “ACQUIRER 1”), JIO DIGITAL DISTRIBUTION HOLDINGS PRIVATE LIMITED (“JDDHPL” OR “ACQUIRER 2”) AND JIO TELEVISION DISTRIBUTION HOLDINGS PRIVATE LIMITED (“JTDHPL” OR “ACQUIRER 3”) (HEREINAFTER ACQUIRER 1, ACQUIRER 2 AND ACQUIRER 3 ARE COLLECTIVELY REFERRED TO AS THE “ACQUIRERS”) TOGETHER WITH RELIANCE INDUSTRIES LIMITED (“RIL” OR “PAC 1”), DIGITAL MEDIA DISTRIBUTION TRUST (“TRUST” OR “PAC 2”), RELIANCE CONTENT DISTRIBUTION LIMITED (“RCDL” OR “PAC 3”) AND RELIANCE INDUSTRIAL INVESTMENTS AND HOLDINGS LIMITED (“RIIHL” OR “PAC 4”) (HEREINAFTER PAC 1, PAC 2, PAC 3 AND PAC 4 ARE COLLECTIVELY REFERRED TO AS THE “PACs”), IN THEIR CAPACITY AS THE PERSONS ACTING IN CONCERT WITH THE ACQUIRERS (“OFFER” OR “OPEN OFFER”).

This detailed public statement ( “DPS” ) is being issued by JM Financial Limited, the manager to the Open Offer (the “Manager to the Offer” ), for and on behalf of the Acquirers and the PACs, to the Public Shareholders of the Target Company pursuant to and in compliance with Regulations 13(4), 14(3) and 15(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ( “SEBI (SAST) Regulations” ), pursuant to the public announcement ( “PA” ) dated October 17, 2018 filed with the BSE Limited ( “BSE” ), National Stock Exchange of India Limited ( “NSE” ), Securities and Exchange Board of India ( “SEBI” ) and the Target Company, in terms of Regulations 3(1) and 4 of the SEBI (SAST) Regulations. For the purposes of this DPS, the following terms have the meanings assigned to them below:

“Expanded Voting Share Capital” shall mean the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) working day from the closure of the tendering period for the Open Offer. This includes (i) 28,14,48,000 Equity Shares to be allotted by the Target Company to the Acquirers in terms of the SSA (as defined below), subject to the approval of the shareholders of the Target Company and other statutory/regulatory approvals, and (ii) 4,15,000 employee stock options vested or which shall vest prior to March 31, 2019.

“Public Shareholders” shall mean all the public shareholders of the Target Company who are eligible to tender their Equity Shares in the Open Offer, except: (i) the Acquirers and the PACs, (ii) parties to the underlying SSA, SPA (as defined below) and SHA (as defined below) including persons deemed to be acting in concert with such parties to the SSA, SPA and SHA, as the case may be, and (iii) Reliance Ventures Limited ( “RVL” ), Reliance Strategic Investments Limited ( “RSIL” ) and Network18 Media & Investments Limited ( “NW18” ) which together own 26,46,968 Equity Shares constituting 1.35% of the paid-up equity share capital of the Target Company. RVL and RSIL are wholly owned subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls 73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly owned and controlled by it).

“SEBI Act” shall mean Securities and Exchange Board of India Act, 1992 and subsequent amendments thereto.

“Sellers” shall mean any or all of Mr. Sameer Manchanda, Lucid Systems Private Limited and Verve Engineering Private Limited.

“Stock Exchanges” shall mean BSE and NSE.

  • I. ACQUIRERS, PACS, TARGET COMPANY, SELLERS AND OPEN OFFER 1 Details of Jio Futuristic Digital Holdings Private Limited (“Acquirer 1” or “JFDHPL”) 1.1. Acquirer 1 is a private company limited by shares. It was incorporated on October 15, 2018 under the laws of India (CIN: U74999MH2018PTC315768). There has been no change in the name of Acquirer 1 since its incorporation.

...continued on next page

  • ...continued from previous page B. Salient Features of the SPA

The obligation of Acquirer 1 to purchase the Sale Shares is subject to the fulfillment or waiver of each of the conditions precedent as set out in the SPA, which include, among others: (i) all the Sellers having obtained a no-objection certificate issued by the relevant assessing officer (as defined under the IT Act) under the provisions of Section 281(1)(ii) of the Income Act, 1961 for the transfer of the Sale Shares, as contemplated in the SPA, and (ii) fulfillment or waiver of the conditions precedent specified under the SSA.

C. Salient Features of the SHA

  • (i) The SHA shall come into force and effect on and from the Completion Date (as defined in the SSA) ( “Effective Date” );

  • (ii) On and from the Effective Date, the Acquirers shall collectively be in sole control of the Target Company and the existing promoters of the Target Company i.e, (i) all the Sellers, (ii) Access Equity Private Limited, (iii) Ms. Kavita Manchanda, (iv) Ms. Vandana Manchanda, and (v) Mr. Sanjeev Manchanda (hereinafter collectively, referred to as the “Existing Promoters” ) shall have no special rights in respect of the Target Company;

  • (iii) The Sellers shall and shall procure that the Existing Promoters shall vote along with the Acquirers in respect of all of the Equity Shares held by them. Further, all matters relating to Controlled Subsidiaries of the Target Company (as defined under the SPA) which require approval by a special resolution, or such matters which are not in the ordinary course of business/day to day management and affairs, would have to be approved by the Acquirers, before the same can be considered by the board of directors/shareholders of the concerned Controlled Subsidiary;

  • (iv) The Acquirers have a right to require the Existing Promoters to apply for reclassification as public shareholders in case their collective shareholding in the Target Company falls below 10%;

  • (v) The Existing Promoters shall not directly or indirectly either by themselves or through their affiliates and / or nominees acquire any Equity Shares without the prior written consent of the Acquirers (except in case of inter-se transfers between the Existing Promoters in accordance with the SHA);

  • (vi) Mr. Sameer Manchanda has agreed to non-compete and non-solicit restrictions under the SHA. No fee has been paid or is payable by the Acquirers to Mr. Sameer Manchanda in relation to these obligations;

  • (vii) The Acquirers have a call option on the Equity Shares held by the Existing Promoters in case of breach of the transfer restrictions, voting arrangements, or restrictions on purchase by the Existing Promoters and/or the non-compete restrictions by Mr. Sameer Manchanda under the SHA or upon the occurrence of an Involuntary Sale Event (as defined under the SHA) with respect to any of the Sellers;

  • (viii) The SHA provides for certain restrictions on transfer of shareholding in the Target Company by the Existing Promoters and also provides the Acquirers certain rights to acquire the shareholding held by the Existing Promoters in the Target Company; and

  • (ix) The SHA shall automatically stand terminated:

  • a. upon the Existing Promoters ceasing to hold any Equity Shares;

  • b. upon termination of the SPA and the SSA prior to the Completion (as defined under the SPA and the SSA); and

  • c. at any time by the written consent of all the Sellers and the Acquirers.

  • The prime objective of the Acquirers for the acquisition of Equity Shares is to have substantial holding of Equity Shares, voting rights and acquisition of sole control of the Target Company. Through this transaction, the Reliance group intends to strengthen the local cable operators that are aligned with the Target Company to provide them (a) access to superior back-end infrastructure, (b) tie-ups with content producers, (c) access to latest business platforms to improve business efficiencies and deliver customer experience, and (d) investment in digital infrastructure for connecting customers. This will enable the Reliance group to offer to the existing customers of the Target Company, a quick and affordable upgrade to a world-class lineup of JioGiga-Fiber and Jio Smart-Home Solutions.

III. SHAREHOLDING AND ACQUISITION DETAILS

  1. The current and proposed shareholding of the Acquirers and the PACs in the Target Company and the details of the acquisition are as follows:

    • have certified that the Acquirers have adequate financial resources for fulfilling their obligations under the underlying transactions contemplated under the SSA, SPA and Open Offer.

  2. Based on the above, the Manager to the Offer is satisfied, (i) about the adequacy of resources to meet the financial requirements of the Open Offer and the ability of the Acquirers along with PACs to implement the Open Offer in accordance with the SEBI (SAST) Regulations, and (ii) that firm arrangements for payment through verifiable means are in place to fulfill the Open Offer obligations.

  3. In case of any upward revision in the Offer Price or the size of the Open Offer, the corresponding increase to the escrow amounts as mentioned above shall be made by the Acquirers and/or PACs in terms of Regulation 17(2) of the SEBI (SAST) Regulations, prior to effecting such revision.

VI. STATUTORY AND OTHER APPROVALS

  1. To the best of the knowledge of the Acquirers and the PACs, there are no statutory or other approvals required to complete the Open Offer as on the date of this DPS, except (i) receipt of approval of Competition Commission of India in a form and substance satisfactory to the Acquirers, and (ii) in-principle approval from the Stock Exchanges for listing of Equity Shares to be issued pursuant to Preferential Issue. If, however, any statutory or other approval becomes applicable prior to completion of such acquisitions, the Open Offer would also be subject to such other statutory or other approval(s) being obtained.

  2. In terms of Regulation 23 of the SEBI (SAST) Regulations, in the event that the approvals (in relation to the acquisition of the Offer Shares) specified in this DPS as set out in Part VI (Statutory and Other Approvals) above or those which become applicable prior to completion of the Open Offer are not received, for reasons outside the reasonable control of the Acquirers, then the Acquirers and the PACs shall have the right to withdraw the Open Offer. In the event of such a withdrawal of the Open Offer, the Acquirers and the PACs (through the Manager to the Offer) shall, within 2 (Two) working days of such withdrawal, make an announcement of such withdrawal stating the grounds for the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations. In such an event, the Acquirers and the PACs shall not acquire the Equity Shares pursuant to the SSA and SPA also.

  3. If the holders of the Equity Shares who are not persons resident in India (including non-resident Indians ( “NRIs” ), overseas corporate bodies ( “OCBs” ) and registered foreign portfolio investors ( “FPIs” ), require any approvals (including from the Reserve Bank of India ( “RBI” ), the Foreign Investment Promotion Board or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them in this Open Offer, along with the other documents required to be tendered to accept this Open Offer. In the event such approvals are not submitted, the Acquirers and the PACs reserve the right to reject such Equity Shares tendered in this Open Offer.

  4. Public Shareholders classified as OCBs, if any, may tender the Equity Shares held by them in the Open Offer pursuant to receipt of approval from the RBI under the Foreign Exchange Management Act, 1999 and the regulations made thereunder. Such OCBs shall approach the RBI independently to seek approval to tender the Equity Shares held by them in the Open Offer.

  5. Subject to the receipt of the statutory and other approvals, if any, the Acquirers and the PACs shall complete payment of consideration within 10 (Ten) working days from the closure of the tendering period to those Public Shareholders whose documents are found valid and in order and are approved for acquisition by the Acquirers and the PACs.

  6. Where any statutory or other approval extends to some but not all of the Public Shareholders, the Acquirers and the PACs shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other approvals are required in order to complete this Open Offer.

  7. In case of delay/non-receipt of any statutory and other approvals referred to in this Part VI, as per Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied, that non receipt of the requisite statutory approval(s) was not attributable to any willful default, failure or neglect on the part of the Acquirers or the PACs to diligently pursue such approval(s), grant an extension of time for the purpose of completion of this Open Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest by the Acquirers and the PACs to the Public Shareholders at such rate, as may be prescribed by SEBI from time to time, in accordance with Regulation 18(11) of the SEBI (SAST) Regulations.

==> picture [607 x 14] intentionally omitted <==

----- Start of picture text -----

Acquirer 1 Acquirer 2 Acquirer 3 PAC 1 PAC 2 PAC 3 PAC 4
----- End of picture text -----

Acq uirer 1 Acqu irer 2 Acqu irer 3 PA PA PA C 1 PA C 2 PA C 3 C 3 PA C 4







Particulars No of shares
%age		 No of shares
%age		 No of shares
%age		 No of shares
%age		 No of shares
%age		 No of shares
%age		 No of shares
%age
Shares as on PA date
Nil		 Nil Nil Nil Nil Nil (a)
26,46,968		 (b)
1.35%		 Nil Nil Nil Nil Nil Nil
Shares acquired
between PA date and
DPS date
Nil		 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Post offer shareholding
(Assuming full
acceptance on a fully
diluted basis, as on
10th (Tenth) working
day after closing of
tendering period)

23,65,33,128
49.52%		 9,88,81,452 20.70% 10,18,01,877
21.31%		 (a)
26,46,968		 (c)
0.55%		 Nil Nil Nil Nil Nil Nil
Note:
a.
As on the date of this DPS, RVL, RSIL and NW18 hold 4,61,520 Equity Shares, 14,87,160 Equity Shares
and 6,98,288 Equity Shares, respectively of the Target Company. RVL and RSIL are wholly owned
subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls
73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly
owned and controlled by it).
b.
The aggregate shareholding of RVL, RSIL and NW18 in the Target Company is 26,46,968 Equity Shares
which constitutes 1.35% of the paid-up equity share capital of the Target Company before the
underlying transactions contemplated in the SSA and SPA.
c.
The aggregate shareholding of RVL, RSIL and NW18 in the Target Company is 26,46,968 Equity Shares
which constitutes 0.55% of the Expanded Voting Share Capital of the Target Company after the
underlying transactions contemplated in the SSA and SPA.
2.
None of the members of the board of directors/trustees of the Acquirers or the PACs hold any Equity
Shares of the Target Company.
IV.
OFFER PRICE
1.
The Equity Shares of the Target Company are listed on BSE and NSE.
2.
The annualized trading turnover in the Equity Shares of the Target Company on BSE and NSE based on
trading volume during the twelve calendar months prior to the month of PA (October 1, 2017 to
September 30, 2018) is as given below:
Total no. of Equity Shares
Weighted average number
Annualised trading
Stock Exchange
traded during the twelve
of Equity Shares during
turnover (as % of
calendar months prior to
the twelve calendar months
weighted Equity Shares
the month of the PA
prior to the month of PA
listed)
BSE
2,39,84,890
19,57,75,845
12.25%
NSE
14,64,51,683
19,57,75,845
74.81%
(Source: www.bseindia.com and www.nsein dia.com)
3.
Based on the above information, the Equity Shares of the Target Company are frequently traded on the
BSE and NSE within the meaning of explanation provided in Regulation 2(1)(j) of the SEBI (SAST)
Regulations.
4.
The Offer Price of Rs. 72.66 per Equity Share has been determined in terms of Regulation 8(2) of the
SEBI (SAST) Regulations, being the highest of the following:
Sr. No.
Particulars
Rs. per Equity Share
A
The highest negotiated price per Equity Share for any acquisition
Price under SSA: Rs. 72.66
under an agreement attracting the obligation to make a public
announcement of an open offer i.e. the price per share under the
Price under SPA: Rs. 72.66
underlyingagreements,if any
B
The volume weighted average price paid or payable per Equity
Not applicable
Share for acquisitions by the Acquirers or the PACs during the
fifty-two weeks immediately precedingthe date of the PA
C
The highest price per Equity Share paid or payable for any
Not applicable
acquisition by the Acquirers or the PACs during the twenty-six
weeks immediately precedingthe date of the PA
D
The volume-weighted average market price of such Equity Shares
Rs. 58.17
for a period of sixty trading days immediately preceding the date of
PA as traded on NSE (NSE being the stock exchange where the
maximum volume of trading in the Equity Shares is recorded
during such period)
5.
In view of the parameters considered and presented in the table in paragraph 4 above, the minimum
offer price per Equity Share under Regulation 8(2) of the SEBI (SAST) Regulations is the highest of item
numbers A to D above i.e. Rs. 72.66 per Equity Share. Accordingly, the Offer Price is justified in terms of
the SEBI (SAST) Regulations.
6.
There have been no corporate actions by the Target Company warranting adjustment of any of the
relevant price parameters under Regulation 8(9) of the SEBI (SAST) Regulations.
7.
As on the date of this DPS, there is no revision in the Offer Price or size of the Open Offer. In case of any
revision in the Offer Price or size of the Open Offer, the Acquirers and the PACs shall comply with
Regulations 18(4) and 18(5) of the SEBI (SAST) Regulations and all the provisions of the SEBI (SAST)
Regulations which are required to be fulfilled for the said revision in the Offer Price or size of the
Open Offer.
8.
In terms of Regulations 18(4) and 18(5) of the SEBI (SAST) Regulations, the Acquirers are permitted to
revise the Offer Price or the number of Offer Shares at any time no later than 1 (One) working day before
the commencement of the tendering period. In the event of such revision, the Acquirers and PACs shall
(i) make corresponding increase to the escrow amount, (ii) make public announcement in the same
newspapers in which this DPS has been published, and (iii) simultaneously notify to BSE, NSE, SEBI
and the Target Company at its registered office of such revision. Such revision would be done in
compliance with other requirements prescribed under the SEBI (SAST) Regulations.
9.
If the Acquirers or PACs acquire Equity Shares during the period of twenty-six weeks after the tendering
period at a price higher than the Offer Price, then the Acquirers and PACs shall pay the difference
between the highest acquisition price and the Offer Price, to all shareholders whose shares have been
accepted in the Open Offer within 60 (Sixty) days from the date of such acquisition. However, no such
difference shall be paid in the event that such acquisition is made under another open offer under the
SEBI (SAST) Regulations, or pursuant to the Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009, or open market purchases made in the ordinary course on the stock
exchanges, not being negotiated acquisition of shares of the Target Company in any form.
V.
FINANCIAL ARRANGEMENTS
1.
The total funding requirement for the Open Offer, assuming full acceptance, i.e. for the acquisition of
12,21,83,457 Equity Shares, at the Offer Price of Rs. 72.66 is Rs. 887.78 crore.
2.
In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirers, PAC 1 and the
Manager to the Offer have entered into an escrow agreement with HDFC Bank Limited, Fort Branch
(“Escrow Agent”) on October 19, 2018 (“Escrow Agreement”). In accordance with the requirements of
Regulation 17 of the SEBI (SAST) Regulations, an irrevocable lien has been created on a fixed deposit of
PAC 1 (“Fixed Deposit”) aggregating Rs. 165.00 crore. The amount of the Fixed Deposit is in excess of
the requirements of deposit of escrow amount as per Regulation 17 of the SEBI (SAST) Regulations, i.e.
25% of the first Rs. 500 crore of the Offer Consideration and 10% of the remainder of the Offer
Consideration. In terms of the Escrow Agreement, the Manager to the Offer at any time can invoke the
lien and encash the proceeds of the Fixed Deposit in terms of the SEBI (SAST) Regulations. In the event
the Acquirers propose to complete the transactions under the SSA, SPA and SHA prior to the expiry of
the offer period (as defined under SEBI (SAST) Regulations), the Acquirers and/or PAC 1 shall prior to
such completion, create an irrevocable lien in favor of the Manager to the Offer on further fixed deposits
and/or deposit additional cash for an amount which together with the Fixed Deposit would aggregate to
100% of the Offer Consideration.
3.
The Acquirers have authorized the Manager to the Offer to realize the value of the Fixed Deposit and
additional amounts deposited in escrow (if any) in terms of the SEBI (SAST) Regulations.
4.
PAC 1 and PAC 3 vide their board resolutions dated October 17, 2018 respectively and PAC 2 vide its
resolution dated October 17, 2018, have resolved to provide financial assistance/support as may be
required by the Acquirers for meeting their obligations under the underlying transactions contemplated
under the SSA, SPA and the Open Offer. After considering the aforementioned as well as the cash &
cash equivalents, and liquid securities available with PAC 1, Chaturvedi & Shah, Chartered Accountants
 VII
TENTATIVE SCHEDULE OF ACTIVITIES
No. Activity Schedule (Day and Date)*
1. PA Wednesday, October 17, 2018
2. Publication of this DPS Thursday, October 25, 2018
3. Filing of the draft letter of offer with SEBI Thursday, November 01, 2018
4. Last date for public announcement for competing offer(s) Monday, November 19, 2018
5. Last date for receipt of SEBI observations on the draft letter of offer
(in the event SEBI has not sought clarifications or additional information
from the Manager to the Offer)
Wednesday,
November 28, 2018
6. Identified Date# Friday, November 30, 2018
7. Last date by which the letter of offer ("Letter of Offer"/ "LOF") is to be
dispatched to the Public Shareholders whose name appears on the
register of members on the Identified Date		 Friday, December 07, 2018
8. Date by which the committee of the independent directors of the Target
Company shall give its recommendation to the Public Shareholders for
this Open Offer
Wednesday,
December 12, 2018
9. Last date for upward revision of the Offer Price / the size of the Open Offer Thursday, December 13, 2018
10.
Date of publication of opening of Open Offer public announcement in
the newspapers in which this DPS has been published
Thursday,
December 13, 2018
11. Date of commencement of the tendering period ("Offer Opening Date")
Friday, December 14, 2018
12. Date of closure of the tendering period("Offer Closing Date") Friday, December 28, 2018
13. Last date of communicating the rejection/ acceptance and completion
of payment of consideration or return of Equity Shares to the Public
Shareholders		 Friday, January11, 2019
14. Last date for publication of post-Open Offer public announcement in
the newspapers in which this DPS has been published		 Friday, January 18, 2019
_ The above timelines are indicative (prepared on the basis of timelines provided under the SEBI (SAST)
_Regulations) and are subject to receipt of statutory/regulatory approvals and may have to be revised accordingly.
# Identified Date is only for the purpose of determining the names of the Public Shareholders as on such date to
whom the Letter of Offer would be sent. It is clarified that all holders (registered or unregistered) of Equity Shares
(except the Acquirers and the PACs or persons acting in concert with them) are eligible to participate in the Open
Offer any time before the Offer Closing Date.
VIII. PROCEDURE FOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECEIPT OF LETTER OF OFFER
1.
All the Public Shareholders holding the shares in dematerialized form, are eligible to participate in this
Open Offer at any time during the period from Offer Opening Date and Offer Closing Date (“Tendering
Period”) for this Open Offer. Please refer to Paragraph 8 below for details in relation to tendering of Offer
Shares held in physical form.
2.
Persons who have acquired Equity Shares but whose names do not appear in the register of members
of the Target Company on the Identified Date i.e. the date falling on the 10th (Tenth) working day prior to
the commencement of Tendering Period, or unregistered owners or those who have acquired Equity
Shares after the Identified Date, or those who have not received the Letter of Offer, may also participate
in this Open Offer.
3.
The Open Offer will be implemented by the Acquirers and the PACs through stock exchange mechanism
made available by the Stock Exchanges in the form of separate window (“Acquisition Window”) as provided
under the SEBI (SAST) Regulations and SEBI circular CIR/CFD/POLICY/CELL/1/2015 dated April 13, 2015
issued by SEBI and as amended via SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016.
4.
BSE shall be the designated stock exchange (“Designated Stock Exchange”) for the purpose of
tendering Equity Shares in the Open Offer.
5.
The Acquirers have appointed JM Financial Services Limited (“Buying Broker”) as their broker for the
Open Offer through whom the purchases and settlement of the Offer Shares tendered in the Open Offer
shall be made. The contact details of the Buying Broker are as mentioned below:
Name: JM Financial Services Limited
Address:5th floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Contact Person:Ms. Prachee Dhuri; Tel: +91 22 6630 3030; Fax: +91 22 6630 3330
6.
Public Shareholders who desire to tender their Equity Shares under the Open Offer would have to
intimate their respective stock brokers (“Selling Broker”) within the normal trading hours of the
secondary market, during the Tendering Period.
7.
The Acquisition Window will be provided by the Designated Stock Exchange to facilitate placing of sell
orders. The Selling Broker can enter orders for dematerialized Equity Shares.
8.
Procedure to be followed by Public Shareholders holding Equity Shares in the Physical form:
a.
As per the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (notified by the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment)
Regulations, 2018), effective from December 5, 2018, requests for effecting transfer of securities
shall not be processed unless the securities are held in the dematerialized form with a depository
(“LODR Amendment”).
b.
In this Open Offer, considering the timelines of activities prescribed under the SEBI (SAST)
Regulations, the acceptance of tendered shares will be undertaken after December 5, 2018.
Accordingly, the Public Shareholders who are holding Equity Shares in physical form and are
desirous of tendering their Equity Shares in the Open Offer can do so only after the Equity Shares
are dematerialized. Such Public Shareholders are advised to approach any depository participant
to have their Equity Shares dematerialized.
9.
The detailed procedure for tendering the Equity Shares in the Open Offer will be available in the
Letter of Offer, which shall be available on SEBI's website (www.sebi.gov.in).
IX.
OTHER INFORMATION*
1.
The Acquirers, the PACs and their respective directors/trustees in their capacity as the
directors/trustees, accept full responsibility for the information contained in the PA, and this DPS (other
than as specified in paragraph 3 below).
2.
The Acquirers, the PACs and their respective directors/trustees in their capacity as the directors/trustees also
accept full responsibility for their obligations under the Open Offer and shall be jointly and severally responsible
for the fulfillment of obligations under the SEBI (SAST) Regulations in respect of this Open Offer.
3.
The information pertaining to the Target Company contained in the PA or DPS or Letter of Offer or any
other advertisement/publications made in connection with the Open Offer has been compiled from
information published or publicly available sources or provided by the Target Company. The Acquirers
and the PACs do not accept any responsibility with respect to any information provided in the PA or this
DPS or the Letter of Offer pertaining to the Target Company.
4.
In this DPS, all references to “Rupees” or “Rs.” are references to the Indian Rupee(s).
5.
In this DPS, any discrepancy in any table between the total and sums of the amount listed is due to
rounding off and/or regrouping.
6.
This DPS and the PA shall also be available on SEBI's website (http://www.sebi.gov.in).

IV. OFFER PRICE

  1. The annualized trading turnover in the Equity Shares of the Target Company on BSE and NSE based on trading volume during the twelve calendar months prior to the month of PA (October 1, 2017 to September 30, 2018) is as given below: Total no. of Equity Shares Weighted average number Annualised trading Stock Exchange traded during the twelve of Equity Shares during turnover (as % of calendar months prior to the twelve calendar months weighted Equity Shares the month of the PA prior to the month of PA listed) BSE 2,39,84,890 19,57,75,845 12.25% NSE 14,64,51,683 19,57,75,845 74.81% (Source: www.bseindia.com and www.nsein dia.com) 3. Based on the above information, the Equity Shares of the Target Company are frequently traded on the BSE and NSE within the meaning of explanation provided in Regulation 2(1)(j) of the SEBI (SAST) Regulations. 4. The Offer Price of Rs. 72.66 per Equity Share has been determined in terms of Regulation 8(2) of the SEBI (SAST) Regulations, being the highest of the following: Sr. No. Particulars Rs. per Equity Share A The highest negotiated price per Equity Share for any acquisition Price under SSA: Rs. 72.66 under an agreement attracting the obligation to make a public announcement of an open offer i.e. the price per share under the Price under SPA: Rs. 72.66 underlying agreements, if any B The volume weighted average price paid or payable per Equity Not applicable Share for acquisitions by the Acquirers or the PACs during the fifty-two weeks immediately preceding the date of the PA C The highest price per Equity Share paid or payable for any Not applicable acquisition by the Acquirers or the PACs during the twenty-six weeks immediately preceding the date of the PA D The volume-weighted average market price of such Equity Shares Rs. 58.17 for a period of sixty trading days immediately preceding the date of PA as traded on NSE (NSE being the stock exchange where the maximum volume of trading in the Equity Shares is recorded during such period) 5. In view of the parameters considered and presented in the table in paragraph 4 above, the minimum offer price per Equity Share under Regulation 8(2) of the SEBI (SAST) Regulations is the highest of item numbers A to D above i.e. Rs. 72.66 per Equity Share. Accordingly, the Offer Price is justified in terms of the SEBI (SAST) Regulations.

* The above timelines are indicative (prepared on the basis of timelines provided under the SEBI (SAST) Regulations) and are subject to receipt of statutory/regulatory approvals and may have to be revised accordingly. # Identified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the Letter of Offer would be sent. It is clarified that all holders (registered or unregistered) of Equity Shares (except the Acquirers and the PACs or persons acting in concert with them) are eligible to participate in the Open Offer any time before the Offer Closing Date.

  • V. FINANCIAL ARRANGEMENTS

  • The Acquirers have authorized the Manager to the Offer to realize the value of the Fixed Deposit and additional amounts deposited in escrow (if any) in terms of the SEBI (SAST) Regulations.

  • PAC 1 and PAC 3 vide their board resolutions dated October 17, 2018 respectively and PAC 2 vide its resolution dated October 17, 2018, have resolved to provide financial assistance/support as may be required by the Acquirers for meeting their obligations under the underlying transactions contemplated under the SSA, SPA and the Open Offer. After considering the aforementioned as well as the cash & cash equivalents, and liquid securities available with PAC 1, Chaturvedi & Shah, Chartered Accountants (Mr Vijay Napawaliya, Partner, Membership Number: 109859), vide a certificate dated October 17, 2018,

Registrar to the Open Offer

Issued on behalf of the Acquirers and the PACs by the Manager to the Offer

Karvy Computershare Private Limited Karvy Selenium Tower B Plot No 31 & 32, Financial District Nanakramguda, Serilingampally Mandal Hyderabad – 500 032, Telangana, India Tel : +91 40 6716 2222 Fax: +91 40 2343 1551 Email: [email protected] Website: http://karvycomputershare.com Contact Person: Murali Krishna M, General Manager SEBI Registration No.: INR000000221

JM Financial Limited

7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025, India. Tel: +91 22 6630 3030, Fax: +91 22 6630 3330 Email: [email protected] Contact Person: Ms. Prachee Dhuri SEBI Registration Number: INM000010361

==> picture [103 x 34] intentionally omitted <==

Reliance Industries Limited (PAC 1)

Jio Futuristic Digital Holdings Private Limited (Acquirer 1) Jio Digital Distribution Holdings Private Limited (Acquirer 2) Jio Television Distribution Holdings Private Limited (Acquirer 3) Place: Mumbai

Digital Media Distribution Trust represented by its trustees, Reliance Media Transmission Private Limited, Shri Madhusudana Siva Prasad Panda and Shri Atul S. Dayal (PAC 2) Reliance Content Distribution Limited (PAC 3) Reliance Industrial Investments and Holdings Limited (PAC 4)

On behalf of the Acquirers and the PACs

Date: October 24, 2018

More from DEN Networks Limited

Regulatory Filings 2026
May 20
Regulatory Filings 2026
Apr 16
Regulatory Filings 2026
Apr 16
Regulatory Filings 2026
Apr 14
Investor Presentation 2026
Apr 14
Regulatory Filings 2026
Apr 14
Interim / Quarterly Report 2026
Apr 14
Regulatory Filings 2026
Apr 14
Board/Management Information 2026
Apr 7
Regulatory Filings 2026
Apr 7
View all filings →