HT Media Ltd — Capital/Financing Update 2019

Mar 1, 2019

HT MEDIA LIMITED Regd. Office : Hindustan Times House 18-20. Kasturba Gandh.i Marg New Delhi - 110001 Tel.: 66561234 Fa~: 66561270 www .hind ustantimes .com E-mail : corporatedept@hindustantimes.com GIN : L22121DL2002PLC117874

March 1, 2019

Ref: HTML/CS/02/2019

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001

Security Code: 532662

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

Trading Symbol: HTMEDIA

Dear Sir(s),

Sub: Disclosure under Regulation 30 of SEBI {Listing Obligations and Disclosure Requirements) Regulations; 2015 ("SEBI LODR") - Update on acquisition of shares of Next Radio Limited ("NRL")

This is in continuation to our letter dated 20th December, 2018 informing, inter- alia, the decision taken at the meeting of the board of the Company held on 20th December, 2018 to purchase 3,68,08,001 equity shares ofNRL (constituting 48.6% stake in NRL), a subsidiary company of Next Mediaworks Limited ("NMW"). In this connection, the requisite disclosure(s) under Regulation 30 of SEBI LODR read with Para A.l of SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015, was filed with you on 20th December, 2018.

We hereby inform you that today, i.e. on March 1, 2019, the Company has entered into Share Purchase Agreements with the shareholders of NRL, other than NMW, to purchase 3,68,08,001 equity shares of NRL.

In terms of Regulation 30 of SEBI LODR read with Para A.1 of SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015, details of the aforesaid transactions are furnished in Annexure A enclosed.

The above is for your information please.

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

No	Particulars	Details
	Name of the target entity, details in briefsuch as size, turnover etc.	Next Radio Limited (''NRL")Market Cap: Not applicable (NRL is riot listed)Turnover: Rs. 7,962 Lacs (incl. Other Income) as perthe audited financial statements for FY-18
2	Whether the acquisition would fall withinrelated party transaction(s) and whetherthepromoter/promotergroup/groupcompanies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether the same isdone at "arms length"	No
3	Industry to which the entity being acquiredbelongs	Media (FM Radio transmission)
4	ofObjectsandeffectsacquisition(including but not limited to, disclosure ofreasons for acquisition of target entity, ifits business is outside the main line ofbusiness of the listed entity)	The object of the acquisition is to derive synergy of FMradio operations of the Company and Next MediaworksLimited ("NMW")/NRL.
5	of anyBrief detailsgovernmentalorregulatoryapprovalsrequiredfortheacquisition	subject toThe acquisition 1srequisite regulatoryapproval( s ), as applicable.
6	Indicative time period for completion ofthe acquisition	As outlined in Sr. No. 8
7	Nature of consideration -whether cashconsideration or share swap and details ofthe same	Cash
8	Cost of acquisition or the price at whichthe shares are acquired	In terms of definitive agreements entered into by theCompany with shareholders of NRL ( other thanNMW),The Company will purchase 69,05,383 shares of-NRL from the holders thereof, within 2 workingdays of the Completion of the Open Offer ( asdefined in Note 1 below) at a price of Rs.46.39 perequity share.-The Company will purchase the balance 2,99,02,618shares of NRL from the holders thereof, whereinholders of these balance NRL shares / the Companywill have options to sell / purchase these shares ofNRL as below:9 In case shareholders of NRL shareholders offertheir NRL shares for sale within 2 working daysof the Completion of the Open Offer (as definedin Note 1 below), then such NRL shares shall be J,{ty, o· ·

		purchased by the Company at a price of Rs. 46.39per equity share.o However, if the options are exercised, whichoptions cannot be exercised by the parties prior to15th November, 2019, then such NRL shares shallbe bought by the Company at a price of Rs. 52.81per equity share·
9	of shareholdingIcontrolPercentageof sharesacquiredand/or numberacquired	3,68,08,001 shares ofNRL representing 48.60% of thetotal equity share capital ofNRL.
10	Brief background about the entity acquiredof products/line of businessin termsacquired, date of incorporation, history oflast 3 years tumover, country in which theacquired entity has presence and any othersignificant information (in brief)	Next Radio Limited ("NRL") is an unlisted publiclimited company incorporated on 14th October, 1999under the provisions of Companies Act, 1956 havingits registered office at 1-17, I-18 and I-19, 10th Floor,Everest Building, 156, D J Dadajee Road, Tai-deo400034. CTN of NRLMumbai, .Maharashtra -. isU32201MH1999PLC122233. NRL is a subsidiary ofNMW and inter alia operates as FM Radio broadcasterunder the brand name "Radio One" in Delhi, Mumbai,Chennai, Kolkata, Bengaluru, Pune and Ahmedabad.Last three years Turnover (as per audited financialstatements):FY-16: Rs. 7,968 LacsFY-1 7: Rs. 8, 186 LacsFY-18: Rs. 7,962 Lacs

Notes:

1. The Company has entered into a share purchase agreement on 20th December, 2018 ("SPA''), with certain shareholders ofNMWwhereby the Company has agreed to acquire a controlling stake in NMW. Pursuant to the SP A, the Company has made a mandatmy open offer to the public shareholders of NMW in accordance with regulation 3(1) and regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("Open Offer"). For further details regarding the Open Offer, please refer to the Public Announcement dated December 20, 2018 and the Detailed Public Statement dated December 28, 2018.

"Completion of the Open Offer" shall mean the date of payment of consideration to publi~~ ,,( shareholders ofNMWwhose shares have been accepted in the Open Offer. ~