reliance and network 18 deal structure

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Reliance & Network 1 Deal Structure Prepared by: Chirag Jain

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Pursuant to the ZOCD Investment Agreement, IMT would subscribe to such number of ZOCD’s of face value Rs.100/- each of the Subscribing Companies which would enable the Subscribing Companies to subscribe to their respective entitlements and additional equity shares, if any, applied by them including the unsubscribed portion of the Rights Issue of Network 18 and TV 18. Network 18 would use part of the proceeds to subscribe to the Rights Issue of TV 18. TV 18 would invest part of the Net Proceeds towards ETV Acquisition, for an aggregate consideration of `19,250 million, as adjusted for Net Debt, as on the date of the acquisition, in terms of SPA dated February 27, 2012. Pursuant to the ETV Acquisition, Equator will become our subsidiary and we will hold and control the following investments:a. 2,750 equity shares of ` 10 each and 2,494,688 OFCDs of ` 100 each, together representing approximately 100% Equity Securities in Panorama which owns the ETV News Channels;b. 3,929 equity shares of ` 10 each and 1,251,660 OFCDs of ` 100 each, together representing 50% Equity Securities in Prism which owns ETV Non-Telugu Channels; andc. 5,500 equity shares of ` 10 each and 608,869 OFCDs of ` 100 each, together representing 24.50% Equity Securities in Eenadu which owns ETV Telugu Channels.

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Reliance & Network 18Deal Structure

Prepared by: Chirag JainOWNS 60%DIRECTORNW 18RILTV 18PMS PRASADSCPLATUL DAYALDCPLSix Promoters COSMUKESH AMBANINGSPWTRIIHLSHINANO RETAILETV NETWORKIMTHOLDS 71.25% OWEDRS. 555.73 CR. ProtectsBeneficiaryFIRST TRUSTEEOWNS 1.85%ACQUIRERARIMAS TRADINGEQUATORTRADINGOJASVI TRADINGOPEN OFFERBOUGHTRAMESH DAMANIOwns 4.95%PAID Rs. 1925 Cr.PAC2DEEMED PAC50%50%NEW TRUSTEESPAC1Holds 51% ZOCDs of Rs.2211 Cr.LEGAL EXPERTSRAGHAV BAHLDIRECTORThank You