Television

Now Reliance announces open offer to acquire Network18 group public shareholding

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MUMBAI: The Reliance Industries juggernaut to acquire the Network18 group is chugging ahead after it got board approval to fund its acquisition at a cost of up to Rs 4,000 crore last evening.

Investment banker JM Financial Institutional Securities Ltd has been appointed to manage the open offers to acquire the public shareholdings in the following three Network18 group companies: Network18 Media & Investments (NW18), TV18 Broadcast Ltd (TV18) and Infomedia Press Ltd. This clearly shows the urgency with which Mukesh Ambani wants the acquisition to go through.

In all the three cases it says it is making the open offer on behalf of Independent Media Trust represented by its trustee Sanchar Content Pvt Ltd, together with Reliance Industries Ltd (RIL-PAC1) and Reliance Industrial Investments & Holdings Ltd (RIHL-PAC2).

Both IMT’s and the PACs have offered to fork out Rs 943.70 crore to acquire the remaining 22,99,46,996 shares or 21.96 per cent of the emerging voting capital of NW18 (being the expected equity share capital as of the10th working day after the closure of the tendering period for the offer after considering all potential increase in the number of outstanding Equity Shares on account of outstanding employee stock options) from the public. The price per share of the offer: Rs 41.04.

The sticker price for the TV18 acquisition is expected to be Rs 1,347.57 crore and it envisages the purchase of 44,65,10,110 Equity Shares or 26 per cent of the emerging voting capital  at a price of Rs 30.18 per share.

The Infomedia acquisition is expected to have a total price tag of Rs 3.92 crore and it envisages purchase of 1,30,62,224 Equity Shares or 26 per cent of the emerging voting capital at a price of Rs 3.00 per offer Share.

IMT, Reliance and the PACs have already signed share purchase agreements with Network18 Media promoter Raghav Bahl to acquire his holdings in the various companies through various other investment vehicles.

The JM Financial public offer gives the details in the case of Network18 as follows:

Network18 Media & Investments Ltd

1) In terms of the ZOCD Investment Agreement dated February 27, 2012, IMT subscribed to an aggregate of 22,11,79,894 zero coupon optionally convertible debentures (“ZOCDs”) issued by RRB Mediasoft Private Limited (“RRBMPL”), RB Mediasoft Private Limited (“RBMPL”), RB Media Holdings Private Limited (“RBMHPL”), Watermark Infratech Private Limited (“WIPL”), Colorful Media Private Limited (“CMPL”) and Adventure Marketing Private Limited (“AMPL”). RRBMPL, RBMPL, RBMHPL, WIPL, CMPL and AMPL are together referred to as the “Holding Companies”. A part of the proceeds from the issuance of the ZOCDs aggregating Rs  2,076.34 crore was deployed by the Holding Companies to subscribe to 69,21,11,850 Equity Shares issued by NW18 on a rights basis to its then existing shareholders vide letter of offer dated August 31, 2012. The remaining proceeds from the issuance of the ZOCDs aggregating to Rs 135.46 crore was deployed by the Holding Companies to subscribe to 6,77,31,686 equity shares issued by TV18 Broadcast Limited (“TV18”) on a rights basis to its then existing shareholders vide letter of offer dated 31 August 2012. Pursuant to the aforesaid rights issuance by NW18 and TV18, the Holding Companies held and continue to hold 74,61,88,987 Equity Shares representing 71.25 per cent of the Emerging Voting Capital and 6,77,33,486 equity shares representing 3.96 per cent of the outstanding equity share capital in TV18.

2)  In accordance with the terms of the SPA, IMT shall acquire 100 per cent of the outstanding equity shares in each of the Holding Companies from Mr.Raghav Bahl and Ms. Ritu Kapur for an aggregate consideration of  Rs 705.96 crore.

3)  IMT shall additionally acquire 100 per cent of the outstanding equity shares in RB Holdings Private Limited (“RBHPL”) from Raghav Bahl and Ritu Kapur for an aggregate consideration of Rs 1.00 crore.

4)  Further in accordance with the terms of the SPA, IMT shall extend loans aggregating to Rs  43.08 crore to the Holding Companies which shall in turn be deployed by the Holding Companies to repay certain of its outstanding liabilities. IMT shall also extend a loan of Rs 304.94 crore to RBHPL which shall in turn be deployed by RBHPL to repay certain of its outstanding liabilities.

5)  The consideration for the transaction i.e. Rs 3,266.78 crore is the aggregate of the sums specified in (1) i.e. Rs 2,211.80 crore, (2) i.e. Rs 705.96 crore, (3) i.e. Rs 1.00 crore and (4) i.e Rs 348.02 crore (“Transaction Consideration”). This Transaction Consideration is for the indirect acquisition of:

a)  74,61,88,987 Equity Shares (representing 71.25 per cent of the Emerging Voting Capital) held by the Holding Companies at a price per share of ` 41.04 amounting to Rs 3,062.36 crore; and

b)  6,77,33,486 equity shares of TV18 (representing 3.96 per cent of TV18’s outstanding equity share capital) held by the Holding Companies at a price per share of Rs  30.18 amounting to Rs 204.42 crore

In the case of TV18, the open offer specifies that:

TV18 Broadcast Ltd

1) The number of Equity Shares over which voting rights have been acquired is 94,47,68,548 Equity Shares being the aggregate of (a) and (b) below

(a)  87,70,35,062 Equity Shares representing 51.07 per cent of the Emerging Voting Capital held by NW18; and

(b)  6,77,33,486 Equity Shares representing 3.94 per cent of the Emerging Voting Capital held by the RRB Mediasoft Private Limited (“RRBMPL”), RB Mediasoft Private Limited (“RBMPL”), RB Media Holdings Private Limited (“RBMHPL”), Watermark Infratech Private Limited (“WIPL”), Colorful Media Private Limited (“CMPL”) and Adventure Marketing Private Limited (“AMPL”). RRBMPL, RBMPL, RBMHPL, WIPL, CMPL and AMPL are together referred to as the “Holding Companies”.

2) The number of Equity Shares over which economic ownership has been acquired is 69,29,88,887 Equity Shares (“TV18 Economic Ownership Shares”) being the aggregate of (a) and (b) below

(a) 6,77,33,486 Equity Shares held directly by the Holding Companies ; and

(b) 62,52,55,401 Equity Shares (71.29 per cent of the number of Equity Shares held by NW18)

(3)  The Offer is pursuant to an indirect acquisition by IMT of shares, voting rights and control over NW18 under the SPA.

(4)  In terms of the ZOCD Investment Agreement dated February 27, 2012, IMT subscribed to an aggregate of 22,11,79,894 zero coupon optionally convertible debentures (“ZOCDs”) issued by the Holding Companies. A part of the proceeds from the issuance of the ZOCDs aggregating Rs 2,076.34 crore was deployed by the Holding Companies to subscribe to 69,21,11,850 Equity Shares issued by NW18 on a rights basis to its then existing shareholders vide letter of offer dated August 31, 2012. The remaining proceeds from the issuance of the ZOCDs aggregating to Rs 135.46 crore was deployed by the Holding Companies to subscribe to 6,77,31,686 equity shares issued by TV18 on a rights basis to its then existing shareholders vide letter of offer dated August 31, 2012. Pursuant to the aforesaid rights issuance by NW18 and TV18 the Holding Companies held and continue to hold 74,61,88,987 equity shares representing 71.29 per cent of the outstanding equity share capital in NW18 and 6,77,33,486 Equity Shares representing 3.94 per cent of the Emerging Voting Capital.

(5)  In accordance with the terms of the SPA, IMT shall acquire 100 per cent of the outstanding equity shares in each of the Holding Companies from Raghav Bahl and Ritu Kapur for an aggregate consideration of Rs 705.96 crore.

(6)  IMT shall additionally acquire 100 per cent of the outstanding equity shares in RB Holdings Private Limited (“RBHPL”) from Raghav Bahl and Ritu Kapur for an aggregate consideration of Rs 1.00 crore.

(7)  Further in accordance with the terms of the SPA, IMT shall extend loans aggregating Rs 43.08 crore to the Holding Companies which shall in turn be deployed by the Holding Companies to repay certain of its outstanding liabilities. IMT shall also extend a loan of Rs 304.94 crore to RBHPL which shall in turn be deployed by RBHPL to repay certain of its outstanding liabilities.

(8)  The consideration for the transaction i.e Rs 3,266.78 crore is the aggregate of the sums specified in (4) i.e Rs 2,211.80 crore, (5) i.e Rs 705.96 crore, (6) i.e Rs 1.00 crore and (7) i.e Rs 348.02 crore (“Transaction Consideration”). This Transaction Consideration is for the indirect acquisition of (a) 74,61,88,987 equity shares of NW18 (representing 71.29 per cent of NW18’s outstanding equity share capital) held by the Holding Companies at a price per share of Rs 41.04 amounting to Rs 3,062.36 crore; and (b) 6,77,33,486 Equity Shares (representing 3.94 per cent of the Emerging Voting Capital) held by the Holding Companies at a price per share of  Rs 30.18 amounting to Rs 204.42 crore Per share price of TV18 taken into account in the acquisition of NW18 equity shares (at share price of Rs 41.04 for every NW18 equity share) is  Rs 30.18. Accordingly the consideration attributable out of the Transaction Consideration for the TV18 Economic Ownership Shares (i.e 69,29,88,887 Equity Shares) at a per share price of Rs 30.18 amounts to Rs 2,091.44 crore.

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