Hathway Cable & Datacom Limited — M&A Activity 2018

Oct 19, 2018

October 17, 2018

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street Mumbai- 400001, India.

National Stock Exchange of India Limited,

Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051, India.

Dear Sirs,

Subject: Public announcement dated October 17, 2018 (the "Public Announcement") in relation to an open offer to the Public Shareholders (as defined in the Public Announcement) of Hathway Cable and Datacom Limited (the "Target Company") ("Open Offer"/ "Offer").

Jio Content Distribution Holdings Private Limited ("JCDHPL" or "Acquirer 1"), Jio Internet Distribution Holdings Private Limited ("JIDHPL" or "Acquirer 2") and Jio Cable and Broadband Holdings Private Limited ("JCBHPL" 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, have announced an open offer for acquisition of up to 46,02,27,170 fully paid-up equity shares of face value of Rs. 2 each ("Equity Shares") from the Public Shareholders of Hathway Cable and Datacom Limited (the "Target Company"), representing 26.00% of the Expanded Voting Share Capital, at a price of Rs. 32.35 per Equity Share (the "Offer Price") aggregating to total consideration of Rs. 1,488.83 crore, payable in cash.

The Offer is being made pursuant to and in compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and subsequent amendments thereto (the "SEBI (SAST) Regulations").

We are pleased to inform you that we have been appointed as the "Manager" to the Offer and as required under Regulation 14(1) of the SEBI (SAST) Regulations we are enclosing herewith a copy of

JM Financial Limited Corporate Identity Number: L67120MH1986PLC038784 Regd. Office: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025. T: +91 22 6630 3030 F: +91 22 6630 3330 www.jmfl.com

the public announcement dated October 17, 2018 (the "Public Announcement") in relation to the Offer.

We request you to kindly upload the Public Announcement on your website at the earliest.

Capitalized terms used in this letter unless defined herein shall have the same meanings as ascribed to them in the attached Public Announcement.

Thanking You,

Yours truly,

For JM Financial Limited

$20v$ Authorized Signator

Enclosure: as above.

PUBLIC ANNOUNCEMENT UNDER REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED

Open offer for acquisition of up to 46,02,27,170 fully paid-up equity shares of face value of Rs. 2 each ("Equity Share"), representing 26.00% of the Expanded Voting Share Capital (as defined below) of Hathway Cable and Datacom Limited (the "Target Company"), from the Public Shareholders (as defined below) of the Target Company by Jio Content Distribution Holdings Private Limited ("JCDHPL" or "Acquirer 1"), Jio Internet Distribution Holdings Private Limited ("JIDHPL" or "Acquirer 2") and Jio Cable and Broadband Holdings Private Limited ("JCBHPL" 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 public announcement ("Public Announcement" or "PA") is being issued by JM Financial Limited ("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 3(1) and 4, and other applicable regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and subsequent amendments thereto (the "SEBI (SAST) Regulations").

For the purpose of this Public Announcement, the following terms have the meanings assigned to them below:

• a) "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 Offer. This includes 90,88,10,000 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.
• b) "Public Shareholders" shall mean all the public shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, except: (i) the Acquirers and the PACs; and (ii) parties to the underlying SSA and SHA (as defined below) including persons deemed to be acting in concert with such parties to the SSA and SHA, as the case may be.

1. Offer Details

• Offer Size: The Acquirers and PACs hereby make this Offer to the Public Shareholders of the Target Company to acquire up to 46,02,27,170 Equity Shares ("Offer Shares"), constituting 26.00% of the Expanded Voting Share Capital, at a price of Rs. 32.35 per Offer Share aggregating to a total consideration of Rs. 1,488.83 crore (assuming full acceptance) (the "Offer Size"), subject to the terms and conditions mentioned in this Public Announcement and to be set out in the detailed public statement ("DPS") and the letter of offer ("LoF") that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
• Price/ Consideration: The Offer is made at a price of Rs. 32.35 per Offer Share (the "Offer Price*"*) which has been determined in accordance with Regulation 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance of the Offer, the total consideration payable in the Offer will be Rs. 1,488.83 crore.
• Mode of Payment: The Offer Price will be paid in cash, in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
• Type of Offer: The Offer is a mandatory offer made by the Acquirers and the PACs in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations. This Offer is not subject to any minimum level of acceptance.

2. Transaction which has triggered the Offer obligations ("Underlying Transaction")

(1)Details of Underlying Transaction
		Shares/ Voting rights acquired/		Total
Type of	Mode of Transaction	proposed to be acquired		Consideration for	Mode of	Regulation
Transaction	(Agreement/Allotment/market		% vis a vis	shares/ Voting	payment(Cash/securities)	which hastriggered
(direct/	purchase)	Number	total equity/	Rights (VR)
indirect)			voting capital	acquired (Rs. in
			(2)	crore)
Direct	1)The board of directors of the	Acquirer 1:	Acquirer 1:	Acquirer 1: Rs.	Cash	Regulations 3 (1)
	Target Company passed a board	53,46,98,609	30.21%	1,729.75crore		and 4 of the SEBI
	resolution on October 17, 2018	Equity Shares	Acquirer 2:	Acquirer 2: Rs.		(SAST)
	("BoardResolution"),	Acquirer 2:	12.11%	693.25crore		Regulations.
	authorizingthe issuanceand	21,42,96,755

		(1)
		Shares/ Voting rights acquired/		Total	Mode of
Type ofTransaction(direct/indirect)		proposed to be acquired		Consideration for
	Mode of Transaction(Agreement/Allotment/marketpurchase)	Number	% vis a vistotal equity/voting capital(2)	shares/ VotingRights (VR)acquired (Rs. incrore)	payment(Cash/securities)	Regulationwhich hastriggered
	allotment of 90,88,10,000 Equity	Equity Shares	Acquirer 3:	Acquirer 3: Rs.
	Shares at a price of Rs. 32.35 per	Acquirer 3:	9.03%	517.00crore
	Equity Share, to the Acquirers by	15,98,14,636	Total:	Total: Rs.
	way of a preferential allotment	Equity Shares	51.34%	2,940.00 crore
	("Preferential Allotment") for a	Total:
	totalconsiderationofRs.	90,88,10,000
	2,940.00crore. The details of the	Equity Shares
	Preferential Allotment are set out
	inthesharesubscription
	agreement dated October 17,
	2018entered into among the
	Acquirers, Target Company and
	the existing promoters of the
	Target Company ("SSA").
	2)Shareholder's agreement dated	-	-	-	-
	October 17, 2018 entered into
	among the Acquirers, Target
	Companyandtheexisting
	promoters of the Target Company
	("SHA").

Notes:

1) Upon completion of the Underlying Transaction, the Acquirers will be in sole control of the Target Company.

2) As a percentage of the Expanded Voting Share Capital.

3. Acquirers/ PACs

Details	Acquirer 1	Acquirer 2	Acquirer 3	PAC 1	PAC2	PAC 3	PAC 4	Total
Nameof	JioContent	JioInternet	Jio Cable and	Reliance	Digital Media	Reliance	Reliance	-
Acquirers/	Distribution	Distribution	Broadband	Industries	Distribution	Content	Industrial
PACs	Holdings	Holdings	Holdings	Limited	Trust	Distribution	Investments
	Private	Private	Private		represented by	Limited	and Holdings
	Limited	Limited	Limited		its trustees (i)		Limited
					Reliance
					Media
					Transmission
					Private
					Limited,(ii)
					Shri
					Madhusudana
					SivaPrasad
					Panda and (iii)
					Shri Atul S.
					Dayal
Address	9thFloor,	9thFloor,	9thFloor,	3rd Floor,	9thFloor,	9thFloor,	9th Floor,	-
	Maker	Maker	Maker	Maker	Maker	Maker	Maker
	Chambers IV,	Chambers IV,	Chambers IV,	Chambers	Chambers IV,	Chambers	Chambers
	222, Nariman	222, Nariman	222, Nariman	IV, 222,	222, Nariman	IV,222,	IV, 222,
	Point,	Point,	Point,	Nariman	Point,	Nariman	Nariman
	Mumbai	Mumbai	Mumbai	Point,	Mumbai	Point,	Point,
	400021, India	400021, India	400021, India	Mumbai	400021, India	Mumbai,	Mumbai
				400021,		400021,	400021,
				India		India	India
Name(s) of	Trust	Trust	Trust	Please refer	The trustees of	Wholly	Wholly	-
persons in				tonote1	the Trust are	owned	owned

Details	Acquirer 1	Acquirer 2	Acquirer 3	PAC 1	PAC2	PAC 3	PAC 4	Total
control/				below for the	(i)Reliance	subsidiary of	subsidiary of
promoters of				names of the	Media	RIL through	RIL
Acquirers/				promoter and	Transmission	RIIHL
PACs where				promoter	Private
Acquirers/				group of RIL	Limited,(ii)
PACs are					Shri
companies					Madhusudana
					SivaPrasad
					Panda and (iii)
					ShriAtul S.
					Dayal. RIIHL
					is the protector
					of the Trust
Name of the	Reliance	Reliance	Reliance	Reliance	Reliance	Reliance	Reliance	-
Group, if any,	Group	Group	Group	Group	Group	Group	Group
to which the
Acquirers/
PACs belongs
to
Pre	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
transaction
shareholding:
Number
% of total
share
capital
Proposed	53,46,98,609	21,42,96,755	15,98,14,636	Nil	Nil	Nil	Nil	90,88,10,000
shareholding	Equity Shares	Equity Shares	Equity Shares					EquityShares
after the	(30.21%of	(12.11% of the	(9.03% ofthe					(51.34% of the

Details	Acquirer 1	Acquirer 2	Acquirer 3	PAC 1	PAC2	PAC 3	PAC 4	Total
acquisition of	the Expanded	Expanded	Expanded					Expanded
shares which	Voting Share	VotingShare	VotingShare					VotingShare
triggeredthe	Capital)	Capital)	Capital)					Capital)
Offer
Proposed	80,54,73,389	32,28,17,996	24,07,45,785	Nil	Nil	Nil	Nil	1,36,90,37,170
shareholding	Equity Shares	Equity Shares	Equity Shares					EquityShares
after the	(45.50%of	(18.24% of the	(13.60% of the					(77.34% of the
acquisition of	the Expanded	Expanded	Expanded					Expanded
shares	Voting Share	VotingShare	VotingShare					VotingShare
(including	Capital)	Capital)	Capital)					(2)Capital)
Offer
Shares
assuming full
acceptance)
which
triggeredthe
Open Offer
Anyother	None	None	None	Please refer	None	None	None
interest in the				tonote3
Target				below
Company

Notes:

1. The names of the promoter and promoter group 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:

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.).

• 2) In the event the shareholding of the promoter and promoter group in the Target Company, after the completion of the Offer, exceeds 75% of the Expanded Voting Share Capital of the Target Company, the Acquirers will ensure compliance with the minimum public shareholding requirements in such manner and timelines prescribed under applicable law.
• 3) TV18 Broadcast Limited and its subsidiary, IndiaCast Media Distribution Private Limited, subsidiaries of Network18 Media & Investments Limited ("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. 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. Details of selling shareholders, if applicable

Not applicable.

5. Target Company

• Name: Hathway Cable and Datacom Limited.
• Registered Office: Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road, Santacruz (W), Mumbai 400054, India.
• Exchanges where listed: The Equity Shares of the Target Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

6. Other Details

• Further details of the Offer shall be published in the DPS which shall be published on or before October 25, 2018 i.e. within 5 (five) working days from the Public Announcement as required under Regulation 13(4) of the SEBI (SAST) Regulations. The DPS shall contain details of the Offer including information on the Offer Price, the Acquirers, the PACs, the Target Company, the background to the Offer (including details of and conditions precedent to the Offer and completion of the transactions contemplated by the transaction agreements), the statutory approvals required for the Offer and details of financial arrangements and other terms of the Offer. The DPS will be published, as required by Regulation 14(3) of the SEBI (SAST) Regulations, in all editions of any one English national daily newspaper with wide circulation, any one Hindi national daily newspaper with wide circulation, any one regional language daily newspaper with wide circulation at the place where the registered office of the Target Company is situated, and any one regional language daily newspaper at the place of the stock exchange where the maximum volume of trading in the Equity Shares was recorded during the 60 (sixty) trading days preceding the date of this Public Announcement i.e. Mumbai.
• The Acquirers and PACs, and their respective directors and trustees accept full responsibility for the information contained in this Public Announcement. The Acquirers and PACs undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations and that they have adequate financial resources for meeting the Offer obligations.
• This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
• This Offer is not conditional upon any minimum level of acceptance as per Regulation 19(1) of the SEBI (SAST) Regulations.
• The completion of the Offer is subject to receipt of statutory approvals required, to be set out in the DPS and LoF.

Issued by the Manager to the Offer

JM Financial Limited

7 th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025, India. Tel. No.: +91 22 6630 3030 Fax No.: +91 22 6630 3330 Email: prachee.dhuri@jmfl.com Contact Person: Ms. Prachee Dhuri SEBI Registration Number: INM000010361

On behalf of the Acquirers and the PACs

Jio Content Distribution Holdings Private Limited (Acquirer 1)

Jio Internet Distribution Holdings Private Limited (Acquirer 2)

Jio Cable and Broadband Holdings Private Limited (Acquirer 3)

Reliance Industries Limited (PAC 1)

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)

Place: Mumbai Date: October 17, 2018