Form 8 (OPD) - The Indian Film Company Limited
16 Juli 2010 - 11:51AM
UK Regulatory
TIDMIFC
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making Viacom 18 Media Private
the disclosure: Limited
(b) Owner or controller of interests and short N/A
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient
(c) Name of offeror/ offeree in relation to THE INDIAN FILM COMPANY
whose relevant securities this form relates: LIMITED
Use a separate form for each party to the
offer
(d) Is the party to the offer making the OFFEROR
disclosure the offeror or the offeree?
(e) Date position held: 15 July 2010
(f) Has the party previously disclosed, or is No
it today disclosing, under the Code in respect
of any other party to this offer?
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant NIL NIL
securities owned
and/or controlled:
(2) Derivatives NIL NIL
(other than
options):
(3) Options and NIL NIL
agreements to
purchase/sell:
TOTAL: NIL NIL
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in N/A
relation to which subscription right
exists:
Details, including nature of the N/A
rights concerned and relevant
percentages:
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the
party to the offer making the disclosure or any person acting in concert with
it (see Note 3 on Rule 2.11 of the Code):
N/A
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING
THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any
person acting in concert with the party to the offer making the disclosure:
Network18 Holdings Limited 32,309,742 ordinary shares ordinary shares of no
par value each (representing 58.74% of the total issued share capital of The
Indian Film Company).
Network18 Media & Investments Limited 10,000,000 ordinary shares ordinary
shares of no par value each (representing 18.18% of the total issued share
capital of The Indian Film Company).
BK Media Mauritius Pvt. Limited 1,900,000 ordinary shares ordinary shares of
no par value each (representing 3.45% of the total issued share capital of
The Indian Film Company).
Viacom Brand Solutions Ltd., 2,500,000 ordinary shares ordinary shares of no
par value each (representing 4.55% of the total issued share capital of The
Indian Film Company).
The parties listed in 3 above are acting in concert with Viacom 18 Media
Private Limited as follows:
Network18 Media & Investments Limited is the ultimate holding company of ibn18
Broadcast Limited which owns 50% of the issued share capital of Viacom 18 Media
Private Limited.
Network 18 Holdings Limited is a subsidiary of Network18 Media & Investments
Limited and is owned as to 99.99 per cent. by Network18 Media and Investments
Limited and as to 0.01 per cent by Television Eighteen Mauritius Limited,
another Network 18 Group company.
Network 18 Media and Investments Limited is owned as to 58.04% by entities
owned or controlled by Raghav Bahl and members of his family. Raghav Bahl is
also a director of Network 18 Holdings Limited, Network18 Media & Investments
Limited, Viacom 18 Media Private Limited and BK Media Mauritius Pvt. Limited.
BK Media Mauritius Pvt. Limited is owned by BK Media Private Limited (India)
which is owned as to 100% by Raghav Bahl and his wife Ms. Ritu Kapur.
Viacom Brand Solutions Limited is a wholly owned subsidiary of Viacom
International Inc. which is a wholly owned subsidiary of Viacom. Inc. which
owns 50% of the issued share capital of Viacom 18 Media Private Limited through
its subsidiary MTV Asia Ventures (India) Pte Ltd.
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer making the disclosure or any person acting in concert with it:
If there are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or
derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in
concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 16 July 2010
Contact name: Tony Rawlinson
Cairn Financial Advisers LLP
Telephone number: +44 (0)20 7148 7901
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
END
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