DEN Networks Limited — M&A Activity 2019

Feb 5, 2019

National Stock Exchange of India Limited	BSE Limited
Exchange Plaza,	Listing Department
Bandra Kurla Complex,	P.J. Towers, I't Floor,
Bandra (E),	Dalal Street, Fort,
Mumbai- 400051	Mumbai - 400 001
Ref: Scrip Name: DEN	Scrip Code: 533137

Sub: Proposed open offer of fully paid-up equity shares of face value of Rs. 10/- each (the rf Equity Shares") of Den Networks Limited (the "Target Company") by Jio Futuristic Digital Holdings Private Limited (the "Acquirer 1"), Jio Digital Distribution Holdings Private Limited (the "Acquirer 2") and Jio Television Distribution Holdings Private Limited (the "Acquirer 3") (hereinafter Acquirer 1, Acquirer 2 and Acquirer 3 are collectively referred to as the "Acquirers'r) together with Reliance Industries Limited ("PAC 1"), Digital Media Distribution Trust (rrPAC 2"), Reliance Content Distribution Limited ("PAC 3'r) and Reliance Industrial Investments and Holdings Limited ("PAC 4") (hereinafter PAC I, PAC 2, PAC 3 and PAC 4 are collectively referred to as the "PACs"), in their caþacity as the persons acting in concert with the Acquirers under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and sübbequent amendments thereto (the "SEBI (SAST) Regulations") (the "Open Offerr')

Dear Sir,

With reference to the captioned Open Offer, it is hereby informed that, in terms of Regulation26(7) of the SEBI (SAST) Regulations, the statement of the "Recommendations of the Committee of Independent Directors", has been published in the same newspapers where the Detailed Public Statement ("DPS") of the open offer was published viz:

• 1. Financial Express English (all editions)
• 1. Jansatta Hindi (all editions)
• 1. Loksatta Marathi (all editions)
• 1. Indian Express English (all editions)

A copy of the same is enclosed herewith for your kind perusal

Request you to take the above submission on record.

For DEN Networks j.¡ an Company Secretary M. No. F6887

DEN Networks Limited

DEN NETWORKS LIMITED

CIN: L92430DL2007PLC165673Registered Office : 236, Okhla Industrial Estate, Phase-III, New Delhi- 110 020, IndiaTel: +91 11 40522200; Fax: +91 11 40522203 Email Id:jatin.mahajan@denonline.inWebsite: www.dennetworks.com

Example 30 Website: www.dennetworks.comor the shareholders of Den Networks Limited ("DEN"or the "TC") under SEBI (substantial Acquisition of shares and Takeovers) Regulations; 2011 and subsequent amendments thereto ("S Concert with the Acquires

1.	Date	February 4, 2019
$\overline{2}$	Name of the Target Company (TC)	Den Networks Limiled
3.	Details of the Offer pertaining to TC	Open Offer is being made by the Acquirers and the PACs for the acquisition of upto12,21,83,457(Twelve crore twenty one lakhs eighty three thousand four hundred andfifty seven) Equity Shares at a price of Rs. 72.66/- (Rupees Seventy two and sixtysix palse only) per EquityShare representing 25.58% of the expanded voting sharecapital of the TC.
4.4	Name(s) of the acquirer and PAC with theacquirer	Jio Futuristic Digital Holdings Private Limited, Jio Digital Distribution Holdings PrivateLimited and Jio Television Distribution Holdings Private Limited (collectively referredto as the "Acquirers") together with Reliance Industries Limited, Digital Media DistributionTrust, Reliance Content Distribution Limited and Reliance Industrial Investments AndHoldings Limited (collectively referred to as the "PACs")
5.	Name of the Manager to the offer	JM Financial LimitedCIN: L67120MH1986PLC0387847th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025Tel: +91 22 6630 3030, Fax: +91 22 6630 3330Email: den.openoffer@jmfl.comContact Person: Ms.Prachee DhuriSEBI Registration Number: INM000010361
6.	Members of the Committee of IndependentDirectors (Please indicate the chairpersonof the Committee separately)	Mr.Ajaya Chand- Chairman of the Committee, Mr.Robindra Sharma, member andMs.ArchanaHingorani, member,
7.	IDC Member's relationship with the TC(Director, Equity shares owned, any othercontract / relationship), if any	All the IDC Members are Independent and Non-Executive Directors of the TC andexcept for Mr.Ajaya Chand, none of the IDC members hold any equity shares in the TC.Mr. Ajaya Chand holds 64,420 equity shares in the TC.Other than the shareholding of Mr.Ajaya Chand in the TC, the IDC members do not haveany relationship with the TC.
8,	Trading in the Equity shares/other securitiesof the TC by IDC Members	None of the members of IDC have traded in any of the equity shares/securities of theTC during the period of 12 months prior to the Public Announcement dated October 17,2018 and till the date of this recommendation.
9.	IDC Member's relationship with the acquirer(Director, Equity shares owned, any othercontract / relationship), if any.	None of the IDC Members is a Director of the Acquirers or PACs. They neither have anycontractual relationship with the Acquirers or PACs nor hold any equity shares of theAcquirers or PACs.
10.	Trading in the Equity shares/other securitiesof the acquirer by IDC Members	None of the IDC members have traded in equity shares/other securities of the Acquirersor PACs during the period of 12 months prior to the Public Announcement dated October17, 2018 and till the date of this recommendation.
11,	Recommendation on the Open offer, as towhether the offer is fair and reasonable	The IDC members are of the opinion that the open offer price is fair and reasonable andis in accordance with SEBI SAST Regulations. However the shareholders shouldindependently evaluate the offer and take informed decision.
12.	Summary of reasons for recommendation	IDC has perused the Letter of Offer ("LO"), the Detailed Public Statement ("DPS"), thePublic Announcement ("PA") and other documents as release by JM Financial Limited(as the Manager to the offer) on behalf of the Acquirers and the PACs.IDC has also noted that purchase of 3,35,85,000 equity shares of the TC by Acquirer1 pursuant to the share purchase agreement entered into on October 17, 2018 with Mr.Sameer Manchanda, Lucid Systems Private Limited and Verve Engineering PrivateLimited (all three constituting part of the present promoter group of DEN), is being madeat the open offer price.Sundae Capital Advisors Private Limited has been engaged by IDC to independentlyevaluate if the offer price is in accordance with SEBI SAST Regulations. Under theirreport, they have commented that the open offer price is in compliance with Regulation8(2) of the SEBI SAST Regulations.Based on the above, the IDC is of the opinion that the offer price of Rs. 72.66 (RupeesSeventy two and sixty six palse) per equity share is in accordance with the guidelinesprescribed by the SEBI SAST Regulations.
13.	Details of Independent Advisors, if any.	Sundae Capital Advisors Private Limited
14.	Any other matter(s) to be highlighted	None
	required to be disclosed by the TC under the SEBI SASTRegulations."	"To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in allmaterial respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the informationFor DEN Networks Limited

Dale: February 04, 2019		Authorised Signator
Place: New Delhi		Chairman - ID

TUESDAY, FEBRUARY 5, 2019

FINANCIAL EXPRESS

		DEN NETWORKS LIMITEDCIN: L92490DL2007PLC165673Registered Office : 236, Okhla Industrial Estate, Phase-III, New Delhi- 110 020, IndiaTel: +91 11 40522200; Fax: +91 11 40522203 Email Id:jatin.mahajan@denonline.inWebsite: www.dennetworks.com
	Concert with the Acquires.	Recommendations of the Committee of Independent Directors ('IDC') on the open offer to the shareholders of Den Networks Limited ('DEN'or the "TC") under SEBI (substantial Acquisition of shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ('SEBISAST Regulations") in relation to the open offer made by Jio Futuristic Digital Holdings Private Limited (the "Acquirer 1"), Jio DigitalDistribution Holdings Private Limited (the "Acquirer 2") and Jio Television Distribution Holdings Private Limited (the "Acquirer 3") (hereinalterAcquirer 1, Acquirer 2 and Acquirer 3 are collectively referred to as the "Acquirers") alongwith Reliance Industries Limited ( "PAC 1"), DigitalMedia Distribution Trust ("PAC 2"), Reliance Content Distribution Limited ("PAC 3") and Reliance Industrial Investments and Holdings Limited("PAC 4") (hereinalter PAC 1, PAC 2, PAC 3 and PAC 4 are collectively referred to as the "PACs"), In their capacity as the Persons Acting In
1.	Date	February 4, 2019
2.	Name of the Target Company (TC)	Den Networks Limited
3.	Details of the Offer pertaining to TC	Open Offer is being made by the Acquirers and the PACs for the acquisition of upto12,21,83,457(Twelve crore twenty one lakhs eighty three thousand four hundred andfifty seven) Equity Shares at a price of Rs. 72.66/- (Rupees Seventy two and sixtysix palse only) per EquityShare representing 25.58% of the expanded voting sharecapital of the TC.
4.	Name(s) of the acquirer and PAC with theacquirerτñ	Jio Futuristic Digital Holdings Private Limited, Jio Digital Distribution Holdings PrivateLimited and Jic Television Distribution Holdings Private Limited (collectively referredto as the "Acquirers") together with Reliance Industries Limited, Digital Media DistributionTrust, Reliance Content Distribution Limited and Reliance Industrial Investments AndHoldings Limited (collectively referred to as the "PACs")
5.	Name of the Manager to the offer٠	JM Financial LimitedCIN: L67120MH1986PLC0387847th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025Tel: +91 22 6630 3030, Fax: +91 22 6630 3330Email: den.openoffer@jmfl.comContact Person: Ms.Prachee DhunSEBI Registration Number: INM000010361
6.	Members of the Committee of IndependentDirectors (Please indicate the chairperson	Mr.Ajaya Chand- Chairman of the Committee, Mr.RobIndra Sharma, member andMs.ArchanaHingorani, member.
7 1	of the Committee separately)IDC Member's relationship with the TC(Director, Equity shares owned, any othercontract / relationship), if any	All the IDC Members are Independent and Non-Executive Directors of the TC andexcept for Mr. Ajaya Chand, none of the IDC members hold any equity shares in the TC.Mr.Ajaya Chand holds 64,420equity shares in the TC.Other than the shareholding of Mr.Ajaya Chand in the TC, the IDC members do not haveany relationship with the TC.
8.	Trading in the Equity shares/other securitiesof the TC by IDC Members	None of the members of IDC have traded in any of the equity shares/securities of theTC during the period of 12 months prior to the Public Announcement dated October 17,2018 and till the date of this recommendation.
9.	IDC Member's relationship with the acquirer(Director, Equity shares owned, any othercontract / relationship), if any.	None of the IDC Members is a Director of the Acquirers or PACs. They neither have anycontractual relationship with the Acquirers or PACs nor hold any equity shares of theAcquirers or PACs.
10 1	Trading in the Equity shares/other securitiesof the acquirer by IDC Members	None of the IDC members have traded in equity shares/other securities of the Acquirersor PACs during the period of 12 months prior to the Public Announcement dated October17, 2018 and till the date of this recommendation.
	Recommendation on the Open offer, as to11.whether the offer is fair and reasonable	The IDC members are of the opinion that the open offer price is fair and reasonable andis in accordance with SEBI SAST Regulations. However the shareholders shouldindependently evaluate the offer and take informed decision.
	Summary of reasons for recommendation12 1THE REAL	IDC has perused the Letter of Offer ("LO"), the Detailed Public Statement ("DPS"), thePublic Announcement ("PA") and other documents as release by JM Financial Limited(as the Manager to the offer) on behalf of the Acquirers and the PACs.IDC has also noted that purchase of 3,35,85,000 equity shares of the TC by Acquirerm1 pursuant to the share purchase agreement entered into on October 17, 2018 with Mr.Sameer Manchanda, Lucid Systems Private Limited and Verve Engineering Private
	o68un nares	Limited (all three constituting part of the present promoter group of DEN), is being madeat the open offer price.Sundae Capital Advisors Private Limited has been engaged by IDC to independentlyevaluate if the offer price is in accordance with SEBI SAST Regulations. Under theirreport, they have commented that the open offer price is in compliance with Regulation×.8(2) of the SEBI SAST Regulations.Based on the above, the IDC is of the opinion that the offer price of Rs. 72.66 (Rupees×Seventy two and sixty six paise) per equity share is in accordance with the guidelinesprescribed by the SEBI SAST Regulations.
	Details of Independent Advisors, if any.	Sundae Capital Advisors Private Limited
	13.1
		"To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in all
	required to be disclosed by the TC under the SEBI SASTRegulations.*	material respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the informationFor DEN Networks LimitedSd/-
	Date: February 04, 2019	Authorised SignatoryCHARGE OF STREETChairman - IDC

जनसत्ता, 5 फरवरी, 2019

$\frac{\partial \phi}{\partial x^i}$

$\overline{1}$

DEN NETWORKS LIMITED

CIN: L92490DL2007PLC165673Registered Office : 236, Okhla Industrial Estate, Phase-III, New Delhi- 110 020, IndiaTel: +91 11 40522200; Fax: +91 11 40522203 Email Id:jatin.mahajan@denohline.in Website: www.dennetworks.com

Example 19 and American Measure: www.dennetworks.com The operation of the Committee of Independent Directors (TDC") on the open offer to the shareholders of Den Networks Limited (TDEN" or the "TC") under SEBI (substant

1.	Date	February 4, 2019
2.	Name of the Target Company (TC)	Den Networks Limited
3.	Details of the Offer pertaining to TC	Open Offer is being made by the Acquirers and the PACs for the acquisition of upto12,21,83,457(Twelve crore twenty one lakhs eighty three thousand four hundred andfifty seven) Equity Shares at a price of Rs. 72.66/- (Rupees Seventy two and sixtysix paise only) per EquityShare representing 25.58% of the expanded voting sharecapital of the TC.
4.	Name(s) of the acquirer and PAC with theacquirer	Jio Futuristic Digital Holdings Private Limited, Jio Digital Distribution Holdings PrivateLimited and Jio Television Distribution Holdings Private Limited (collectively referredto as the "Acquirers") together with Reliance Industries Limited, Digital Media DistributionTrust, Reliance Content Distribution Limited and Reliance Industrial Investments AndHoldings Limited (collectively referred to as the "PACs")
5.	Name of the Manager to the offer	JM Financial LimitedCIN: L67120MH1986PLC0387847th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025Tel: +91 22 6630 3030, Fax: +91 22 6630 3330Email: den.openoffer@jmfl.comContact Person: Ms.Prachee DhuriSEBI Registration Number: INM000010361
6.	Members of the Committee of IndependentDirectors (Please indicate the chairpersonof the Committee separately)	Mr.Ajaya Chand- Chalrman of the Committee, Mr.Robindra Sharma, member andMs.ArchanaHingorani, member.
7.	IDC Member's relationship with the TC(Director, Equity shares owned, any othercontract / relationship), if any	All the IDC Members are Independent and Non-Executive Directors of the TC andexcept for Mr.Ajaya Chand, none of the IDC members hold any equity shares in the TC.Mr.Ajaya Chand holds 64,420equity shares in the TC.Other than the shareholding of Mr. Ajaya Chand in the TC, the IDC members do not haveany relationship with the TC.
8.	Trading in the Equity shares/other securitiesof the TC by IDC Members	None of the members of IDC have traded in any of the equity shares/securities of theTC during the period of 12 months prior to the Public Announcement dated October 17.2018 and till the date of this recommendation.
9.	IDC Member's relationship with the acquirer(Director, Equity shares owned, any othercontract / relationship), if any.	None of the IDC Members is a Director of the Acquirers or PACs. They neither have anycontractual relationship with the Acquirers or PACs nor hold any equity shares of theAcquirers or PACs.
10.	Trading in the Equity shares/other securitiesof the acquirer by IDC Members	None of the IDC members have traded in equity shares/other securities of the Acquirersor PACs during the period of 12 months prior to the Public Announcement dated October17, 2018 and till the date of this recommendation.
11.	Recommendation on the Open offer, as towhether the offer is fair and reasonable	The IDC members are of the opinion that the open offer price is fair and reasonable andis in accordance with SEBI SAST Regulations. However the shareholders shouldindependently evaluate the offer and take informed decision.
12.	Summary of reasons for recommendation	IDC has perused the Letter of Offer ("LO"), the Detailed Public Statement ("DPS"), thePublic Announcement ("PA") and other documents as release by JM Financial Limited(as the Manager to the offer) on behalf of the Acquirers and the PACs.IDC has also noted that purchase of 3,35,85,000 equity shares of the TC by Acquirer
		1 pursuant to the share purchase agreement entered into on October 17, 2018 with Mr.Sameer Manchanda, Lucid Systems Private Limited and Verve Engineering PrivateLimited (all three constituting part of the present promoter group of DEN), is being madeat the open offer price.Sundae Capital Advisors Private Limited has been engaged by IDC to independently
		evaluate if the offer price is in accordance with SEBI SAST Regulations. Under theirreport, they have commented that the open offer price is in compliance with Regulation8(2) of the SEBI SAST Regulations.
		Based on the above, the IDC is of the opinion that the offer price of Rs. 72.66 (RupeesSeventy two and sixty six paise) per equity share is in accordance with the guidelinesprescribed by the SEBI SAST Regulations.
13.	Details of Independent Advisors, if any.	Sundae Capital Advisors Private Limited
14.	Any other matter(s) to be highlighted	None
	required to be disclosed by the TC under the SEBI SASTRegulations."	"To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in allmaterial respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the informationFor DEN Networks Limited
	Date: February 04, 2019Place: New Delhi	Sď-Authorised SignatoryChairman - IDC

मंगळवार, ५ फेब्रुवारी २०१९

गाउ २०२१ त

		DEN NETWORKS LIMITED
		CIN: L92490DL2007PLC165673Registered Office ; 236, Okhla Industrial Estate, Phase-III, New Delhi - 110 020, IndiaTel: +91 11 40522200; Fax: +91 11 40522203 Email Id:jatin.mahajan@denonline.inWebsite: www.dennetworks.com
	Concert with the Acquires.	Recommendations of the Committee of Independent Directors ('IDC') on the open offer to the shareholders of Den Networks Limited ("DENor the "TC") under SEBI (substantial Acquisition of shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBSAST Regulations") in relation to the open offer made by Jio Futuristic Digital Holdings Privale Limited (the "Acquirer 1"), Jio DigitaDistribution Holdings Private Limited (the "Acquirer 2") and Jio Television Distribution Holdings Private Limited (the "Acquirer 3") (hereinafterAcquirer 1, Acquirer 2 and Acquirer 3 are collectively referred to as the "Acquirers") alongwith Reliance Industries Limited ("PAC 1"), DigitaMedia Distribution Trust ("PAC 2"), Reliance Content Distribution Limited ("PAC 3") and Reliance Industrial Investments and Holdings Limited("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
1.	Date	February 4, 2019
2,	Name of the Target Company (TC)	Den Networks Limited
3.	Details of the Offer pertaining to TC	Open Offer is being made by the Acquirers and the PACs for the acquisition of upto12,21,83,457(Twelve crore twenty one lakhs eighty three thousand four hundred andfifty seven) Equity Shares at a price of Rs. 72.66/- (Rupees Seventy two and sixtysix palse only) per EquityShare representing 25.58% of the expanded voting sharecapital of the TC.
4.	Name(s) of the acquirer and PAC with theacquirer	Jio Futuristic Digital Holdings Private Limited, Jio Digital Distribution Holdings PrivateLimited and Jio Television Distribution Holdings Private Limited (collectively referredto as the "Acquirers") together with Reliance Industries Limited, Digital Media DistributionTrust, Reliance Content Distribution Limited and Reliance Industrial Investments AndHoldings Limited (collectively referred to as the "PACs")
5.	Name of the Manager to the offer	JM Financial LimitedCIN: L67120MH1986PLC0387847th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025Tel: +91 22 6630 3030, Fax: +91 22 6630 3330Email: den.openoffer@jmfl.comContact Person: Ms.Prachee DhuriSEBI Registration Number: INM000010361
6.	Members of the Committee of IndependentDirectors (Please indicate the chairpersonof the Committee separately)	Mr.Ajaya Chand- Chairman of the Committee, Mr.Robindra Sharma, member andMs.ArchanaHingorani, member.
7.	IDC Member's relationship with the TC(Director, Equity shares owned, any othercontract / relationship), if any	All the IDC Members are Independent and Non-Executive Directors of the TC andexcept for Mr Ajaya Chand, none of the IDC members hold any equity shares in the TC.Mr.Ajaya Chand holds 64,420equity shares in the TC.Other than the shareholding of Mr. Ajaya Chand in the TC, the IDC members do not haveany relationship with the TC.
8.	Trading in the Equity shares/other securitiesof the TC by IDC Members	None of the members of IDC have traded in any of the equity shares/securities of theTC during the period of 12 months prior to the Public Announcement dated October 17.2018 and till the date of this recommendation.
9.	IDC Member's relationship with the acquirer(Director, Equity shares owned, any othercontract / relationship), if any.	None of the IDC Members is a Director of the Acquirers or PACs. They neither have anycontractual relationship with the Acquirers or PACs nor hold any equity shares of theAcquirers or PACs.
10 1	Trading in the Equity shares/other securitiesof the acquirer by IDC Members	None of the IDC members have traded in equity shares/other securities of the Acquirersor PACs during the period of 12 months prior to the Public Announcement dated October17, 2018 and till the date of this recommendation.
11.	Recommendation on the Open offer, as towhether the offer is fair and reasonable	The IDC members are of the opinion that the open offer price is fair and reasonable andis in accordance with SEBI SAST Regulations. However the shareholders shouldindependently evaluate the offer and take informed decision.
12.	Summary of reasons for recommendationTALIMATION$\mathbf{0}$ , and $\mathbf{0}$and the state of the state of the	IDC has perused the Letter of Offer ('LO'), the Detailed Public Statement ("DPS"), thePublic Announcement ("PA") and other documents as release by JM Financial Limited(as the Manager to the offer) on behalf of the Acquirers and the PACs.IDC has also noted that purchase of 3,35,85,000 equity shares of the TC by Acquirer1 pursuant to the share purchase agreement entered into on October 17, 2018 with Mr.Sameer Manchanda, Lucid Systems Private Limited and Verve Engineering PrivateLimited (all three constituting part of the present promoter group of DEN), is being madeat the open offer price.
	$2 - 20 - 10$mBUILLEme Adını	Sundae Capital Advisors Private Limited has been engaged by IDC to independentlyevaluate if the offer price is in accordance with SEBI SAST Regulations. Under theirreport, they have commented that the open offer price is in compliance with Regulation8(2) of the SEBI SAST Regulations.Based on the above, the IDC is of the opinion that the offer price of Rs. 72.66 (Rupees
13.		Seventy two and sixty six paise) per equily share is in accordance with the guidelinesprescribed by the SEBI SAST Regulations.
14.	Details of Independent Advisors, if any.	Sundae Capital Advisors Private Limited
	Any other matter(s) to be highlighted	None
	required to be disclosed by the TC under the SEBI SASTRegulations."	"To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in allmaterial respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the information
	Date: February 04, 2019Place: New Delhi	For DEN Networks LimitedSd/-$\sim$ $\sim$Authorised SignatoryALBERTARY TIMEChairman - IDC

b.