HT Media Ltd — Capital/Financing Update 2018

Dec 20, 2018

HT MEDIA LIMITED Regd . Office : Hindustan Times House 18-20. Kasturba Gandhi Marg New Delhi - 110001 Tel. : 66561234 Fax: 66561270 www .hindustantimes.com E-mai l : corporatedept@hindustantimes.com CI N · L22 121DL2002PLC117874

December 20, 2018

National Stock Exchange of India Limited Exchange Plaza Plot No. C/1 , G Block Bandra-Kurla Complex Bandra (East) MUMBAI - 400 051

Trading Symbol: HTMEDIA

Ref: HTML/CS/02/2018

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001

Security Code: 532662

Dear Sir(s),

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Acquisition of shares and control of Next Mediaworks Limited

This is in continuation to our letters dated 1 gth July, 2018 and 9th August, 2018 informing the stock exchanges inter alia that: (1) the board of directors of HT Media Limited ("Company"), in their meeting held on 8 th August, 2018, had accorded their approval for the draft of the composite scheme of arrangement and amalgamation amongst the Company, Next Radio Limited ("NRL"), Next Mediaworks Limited ("NMW") and HT Music & Entertainment Company Limited ("HTM") and their respective shareholders ("Draft Scheme"); and (2) the Company had executed an implementation agreement with NWM, NRL, HTM and their respective promoters on 9th August, 2018 ("Implementation Agreement").

The Board of Directors of the Company at its meeting held today i.e. 20th December, 2018 have, considered and approved, inter alia, the following:

• 1. Withdrawal of the Draft Scheme and termination of the Implementation Agreement;
• 2A. The Company to acquire from the existing promoters of NMW ("Sellers") 1,67 ,23,229 equity shares of NMW of Rs. 10/- each ("Initial Acquisition") at a price of Rs. 27 per share aggregating to Rs. 45,15,27,183 crore representing 25% of the fully diluted voting equity share capital ("Voting Share Capital") ofNMW.
• 2B. Acquisition of 1,73,92,157 equity shares representing 26% of the Voting Share Capital of NMW from the public shareholders of NMW consequent to the mandatory open offer ("Open Off er") triggered pursuant to the execution of the SP A in accordance with regulations 3(1), 4 and other applicable regulations of the SEBI (Substantial Acquisition of Shares & Takeover), Regulations, 2011, as amended ("SEBI (SAST) Regulations").

• 2C. Acquisition of such number of equity shares of NMW from the Sellers at a price of Rs. 27 per share as may be required to ensure that the aggregate shareholding of the Acquirer, after the completion of the Open Offer and the Initial Acquisition, represents 51 % (fifty one percent) of the Voting Share Capital ("Additional Acquisition").
• 2D. The consideration for the Initial Acquisition, Additional Acquisition and the Open Offer (collectively, "NMW Transactions") will be paid in cash.
• 2E. Taking all necessary steps, including but not limited to the appointment of Kotak Mahindra Capital Company Limited as the manager to the offer and other intermediaries such as registrar to the offer, consultants and other firms, for the aforesaid process.
• 1. The Board of Directors of the Company have also approved the purchase of 3,68,08,001 equity shares in Next Radio Limited (NRL) constituting 48.6% stake in NRL ("NRL Transaction").

In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ("LODR Regulations") read with Para A.I of SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015, the details of the NMW Transaction and NRL Transaction are contained in Annexure A and Annexure B, respectively.

The meeting commenced at 12.00 Noon and concluded at 1.15 p.m. on 20th December 2018. ·

We request you to take note of the above.

Thanking you.

Annexure A

Information furnished pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 read with SEBI Circular bearing Ref No. CIR/CFD/CMD/4/2015 dated September 9, 2015

Sr.No	Particulars	Details
1	Name of the target entity, details in brief Next Mediaworks Limited ("NMW")such as size, turnover etc.;	Market Cap: Rs. 15,185 Lacs (BSE) as on20.12.2018lacs(incl.OtherTurnover:Rs.188perstand-alonebasisasIncomeonaudited financial statements of FY-18)
2	Whether the acquisition would fall withinrelated party transaction(s) and whethergroupthepromoter/ promoter group/companies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether the sameis done at "arms length";	No
3	whichtheentitybeingIndustrytoacquired belongs;	Media
4	ofObjectsandeffectsacquisition(including but not limited to, disclosureof reasons for acquisition of target entity,if its business is outside the main line of Limited ("NRL").business of the listed entity);	The object of the acquisition is to derivesynergy of FM radio operations of HTMedia Limited and NMW/Next Radio
5	Brief details of any governmental orregulatoryapprovalsrequiredfortheacquisition;	The acquisition will be subject to requisiteregulatory approval(s), as applicable.
6	Indicative time period for completion of NAthe acquisition;
7	Nature of consideration -whether cashconsideration or share swap and detailsof the same;	Cash
8	Cost of acquisition or the price at whichthe shares are acquired;	Rs. 27 per share for 25% of the sharecapital of NMW (Initial acquisition)Rs. 27 per share as the open offer price
9	of shareholdingPercentageIcontroland I or number of sharesacquiredacquired;	of51%totalvotingsharecapitalrepresenting 3,41,15,386 equity shares ofNMW
10	Briefbackgroundabouttheentity	Next Mediaworks Limited isa publicacquired in terms of products/line of listed company incorporated on 12 March

business acquired, date of incorporation,	of1981,undertheprovisionsthe
history of last 3 years turnover, country	Companies Act, 1956 having its registered
in which the acquired entity has presence	office at 1-17, 1-18, & 1-19, 10th Floor,
and any other significant information (in	Everest Building, 156 D J Dadajee Road,
brief);	400034, CIN of NMWTardeo, Mumbai -
	L22100:tvfl-Il981PLC024052.Equityrs
	shares of NMW are listed on BSE and
	NSE. NMW is engaged in the FM Radio
	broadcastingbusinessthroughits
	subsidiary viz. NRL which operates as FM
	Radio broadcaster under the brand "Radio
	One"mDelhi,Mumbai,Chennai,
	Kolkata,Bengaluru,Puneand
	Ahmedabad.
	FY-16: Rs. 65 Lacs
	FY-17: Rs. 213 Lacs
	FY-18: Rs. 188 Lacs

Annexure B

Information furnished pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 read with SEBI Circular bearing Ref No. CIR/CFD/CMD/4/2015 dated September 9, 2015

Sr.	Particulars	Details
No
I	Name of the target entity, details in brief Next Radio Limited (''NRL")such as size, turnover etc.;	Market Cap: Not applicable (not listed)(inclOtherTurnover:Rs.7,962LacsIncome)asper theauditedfinancialstatements for FY -18
2	Whether the acquisition would fall withinrelated party transaction(s) and whetherpromoter/ promoter group/ groupthecompanies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether the sameis done at "arms length";	No
,.,.)	Industrytowhichtheentitybeingacquired belongs;	Media (FM Radio transmission)
4	ofObjectsandeffectsacquisition(including but not limited to, disclosureofreasons for acquisition of target entity,if its business is outside the main line of Limited ("NMW")/NRL.business of the listed entity);	The object of the acquisition is to derivesynergy of FM radio operations of HTMedia Limitedand Next Mediaworks
5	Brief details of any governmental orregulatoryapprovalsrequiredfortheacquisition;	The acquisition will be subject to requisiteregulatory approval(s), as applicable.
6	Indicative time period for completion of NAthe acquisition;
7	Nature of consideration -whether cashconsideration or share swap and detailsof the same;	Cash
8	Cost of acquisition or the price at whichthe shares are acquired;	In case shareholders of NRL (other thanNMW) offer their NRL shares for salewithin 2 working days following the dateof payment of consideration to publicshareholders of NMW whose shares havebeen accepted in the open offer, then suchNRL shares shall be purchased by theCompany at . a price of Rs.46.39 perequity share. However, if shareholders ofNRL ( other than NMW) exercise their

		option to sell NRL shares subsequently,which option cannot be exercised by themprior to 15th November, 2019, then suchNRLsharesshallbeboughtbytheCompany at a price of Rs.52.81perequity share.
9	of shareholdingPercentage/controlof sharesacquiredand/ or numberacquired;	48.6% of the total equity share capitalrepresenting 3,68,08,001 equity shares ofNRL.
10	Briefbackgroundabouttheentityin terms of products/line ofacquiredbusiness acquired, date of incorporation,history of last 3 years turnover, countryin which the acquired entity has presenceand any other significant information (inbrief);	Next Radio Limited is an unlisted public14thlimitedcompanyincorporatedon1999 under the provisions ofOctober,Companies Act, 1956 having its registeredoffice at I-17, I-18 and I-19, 10th Floor,Everest Building, 156, D J Dadajee Road,Tardeo Mumbai, Maharashtra -400034.ofCINNRLrsU32201MH1999PLC122233. NRLisaof NMWsubsidiaryandinteraliaoperates as FM Radio broadcaster underthe brand name "Radio One" in Delhi,Mumbai,Chennai,Kolkata,Bengaluru,Pune and Ahmedabad.Last three years Turnover ( as per auditedfinancial statements):FY-16: Rs. 7,968 LacsFY-17: Rs. 8,186 LacsFY-18: Rs. 7,962 Lacs