ITV

Tag: Independent Media Trust

  • Few shareholders tender Network 18 and TV18 shares against Reliance open offer

    Few shareholders tender Network 18 and TV18 shares against Reliance open offer

    BENGALURU: A small fraction of the shareholders tendered their shares to the Reliance Industries led Independent Media Trust (IMT), in its bid to acquire over 90 per cent stake in the two companies – TV18 Broadcast and Network 18 Media & Investments.

    Only 54 lakh TV18 Broadcast shares representing 0.32 per cent were tendered against the 44.65 crore shares representing 26 per cent that Reliance proposed to buy , and a meager 2.6 lakh Network 18 shares representing just 0.2 per cent of the shareholding were tendered. IMT spent just Rs 16.43 crore for the TV 18 tendered shares and Rs 1.06 crore for the Network 18 shares. IMT’s offer was Rs 30.18 per TV18 Broadcast equity share and Rs 41.04 per Network 18 equity share.

    The new acquisitions brought IMT/Reliance group’s stake in TV18 Broadcast to 60.29 per cent and to 78.07 per cent in Network 18.

    Reliance may have to sell off some Network 18 shares to meet the minimum shareholding norms of 25 per cent. At present, the public shareholding in the company stands at 20.27 per cent.

     

  • Raghav Bahl to continue as non exec director at Network18 group

    Raghav Bahl to continue as non exec director at Network18 group

    MUMBAI: After Reliance Industries acquired Network18, a slew of resignations followed. And amongst those was also the network’s founder and promoter Raghav Bahl. While there were questions on what was next, the much awaited announcement is finally out. Though Bahl ends his term as promoter from today, 7 July, he will continue to be the non executive director on TV18’s board.  He has also resigned as managing director of Network18, though he will continue as its non-executive director.

     

    This apart, the old promoters including Bahl, Ritu Kapur, Vandana Malik and Subhash Bahl, along with their affiliates have been replaced by Independent Media Trust (IMT), Network18 Media and Investments, Reliance Industries, RB Mediasoft, RB Media Holdings, RRB Mediasoft, Colorful Media, Adventure Marketing, Watermark Infratech and RB Holdings. The company announced this after a board meeting held this morning. And all of them have resigned from the board as well, along with the  co-founder and executive director of TV 18 Sanjay Ray Chaudhuri.

     

    In another announcement that followed, Reliance Industries revealed that Independent Media Trust (IMT) of which RIL is the sole beneficiary, has completed the acquisition of Network18 Media and Investments (NW18) including its subsidiary TV18 Broadcast (TV18).  With the completion of this transaction, IMT and RIL have become promoters of NW18 and TV18. The open offers to the public shareholders for acquisition of equity shares of NW18, TV18 and Infomedia Press as announced on 29 May by JMT are in process and the draft letter of offer has been filed with SEBI for its comments.

     

    The company also stated in a notice to the Bombay stock exchange that the Network18 board has been reconsituted with the appointment of veteran journalist  Rohit Bansal and founder and group chairman of Webduniya Vinay Chhajlani as non-executive directors, and  HDFC chairman  Deepak S Parekh and Adil Zainulbhai as independent directors, following the resignation of the promoter directors.

     

  • TV18 gets independent directors’ nod for Reliance open offer

    TV18 gets independent directors’ nod for Reliance open offer

    MUMBAI: The Committee of Independent Directors (IDC) linked with TV18 Broadcast has green signaled the open price offer made by Independent Media Trust (IMT) to public shareholders. The go ahead was given by IDC chairman Manoj Mohanka and IDC member Hari S. Bhartia.

     

    The offer made by IMT along with Reliance Industries Limited (persons acting in concert – PAC1) and Reliance Industries Investments and Holding Limited (PAC2) to the public shareholders of TV18 Broadcast was to acquire up to 44,65,10,110 equity shares at a price of Rs 30.18 per share. JM Financial Institutional Securities is the manager of the offer.

     

    The announcement was made through a notice issued by TV18 to the BSE which stated that the IDC “believes that the open offer is fair and reasonable and in line with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.”

     

    According to the IDC, the offer price is higher than the volume weighted average price of the Equity Shares for a period of 60 trading days immediately preceding the date of public announcement. The IDC also gave the go ahead after it sought external financial advice from Price Waterhouse & Co that advised that as of 29 May 2014, the offer price pursuant to the offer is fair and reasonable from the financial point of view.

     

    The approval for the open offer was made after the IDC reviewed (a) the public announcement in connection with the offer dated 29 May 2014 issued on behalf of IMT and the PAC’s public announcement; (b) the detailed public statement in connection with the offer published on behalf of IMT and PAC’s on 5 June 2014 and (c) the draft letter of offer (DLOF) dated 11 June 2011.

  • Now Reliance announces open offer to acquire Network18 group public shareholding

    Now Reliance announces open offer to acquire Network18 group public shareholding

    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.