. Limited, P.O. Box 66, Dubai, United Arab Emirates. DSPML . Offer”. The DPID is IN 302638 and Client ID is 10007697. PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF . . . has been authorized to realize the value of the aforesaid . Shareholders having their beneficiary account in CDSL have . bank account. This amount will be transferred from the . to use the inter-depository delivery instruction slip for the BALAJI TELEFILMS LIMITED . aforesaid bank account to HSBC Bank India, 52/60 MG . purpose of crediting their shares in favour of the special . Road Fort, Mumbai 400001 after the requisite approval has . depository account with NSDL. This Public Announcement is being issued by DSP Merrill Lynch Limited (“Manager to the Offer”or . been obtained from RBI for opening and operating the . d) Beneficial owners (holders of shares in dematerialized form) . Escrow Account in India. . “DSPML”), on behalf of Asian Broadcasting FZ LLC (“ABF” or “Acquirer”) pursuant to Regulation 10 of, . . who wish to tender their shares will be required to send . VIII. Other Terms of the Offer . their Form of Acceptance Cum Acknowledgement along and in compliance with, the Securities and Exchange Board of India (Substantial Acquisition of Shares . a) The Letter of Offer together with the Form of Acceptance . with the photocopy of the delivery instruction in “Off-market” . Cum Acknowledgement will be mailed to the shareholders . and Takeovers) Regulations, 1997 and subsequent amendments thereto (“SEBI (SAST) Regulations”). . . mode or counterfoil of the delivery instructions in “Off- . of Balaji (except the Acquirer and parties to the . market” mode, duly acknowledged by the Depository . Agreements), whose names appear on the Register of . Participant (“DP”), in favour of the special depository . . Members of Balaji and to the beneficial owners of the shares . . . . account to the Registrar to the Offer – Karvy Computershare I. Background to the Offer . The average of the weekly high and Rs. 78.23 . of Balaji, whose names appear as beneficiaries on the . Pvt. Limited, 46, Avenue 4, Street 1, Banjara Hills, Hyderabad . low of the closing prices of the shares . records of the respective Depositories, at the close of . a) The Acquirer has entered into a Subscription Agreement . . . 500 034; Telephone number: (040) 23312454; Fax number: . of Balaji during the 26-week period . business on September 17, 2004 (“Specified Date”). . with Balaji Telefilms Limited (“Balaji” or “Company”), Mr. . . . (040) 23312946, either by hand delivery on weekdays or Jeetendra Kapoor, Mrs. Shobha Kapoor, Ms. Ekta Kapoor . preceding the Board Meeting Date . b) Shareholders who wish to tender their shares will be . by Registered Post, on or before the Close of the Offer, i.e., . . required to send the Form of Acceptance Cum . and Mr. Tusshar Kapoor (collectively “Promoters”) on . The average of the daily high and Rs. 87.43 . . no later than November 16, 2004, in accordance with the August 18, 2004 with respect to subscription and . low of the shares of Balaji during . Acknowledgement, original share certificate(s) and transfer . instructions to be specified in the Letter of Offer and in the allotment on a preferential basis of an aggregate of . the 2-week period preceding the . deed(s) duly signed to the Registrar to the Offer – Karvy . Form of Acceptance Cum Acknowledgement. The credit . . Computershare Pvt. Limited, 46, Avenue 4, Street 1, Banjara . 13,694,193 equity shares constituting 21% of Post Issue . Board Meeting Date . . for the delivered shares should be received in the special Equity Capital of the Company at a price of Rs. 90/- . III. Information on the Acquirer . Hills, Hyderabad 500 034; Telephone number: (040) 2331 . depository account on or before close of the Offer, i.e., no . . 2454; Fax number: (040) 2331 2946 either by hand delivery . (Rupees Ninety only) per share (“Issue” or “Preferential . Asian Broadcasting FZ LLC . . later than November 16, 2004. . . on weekdays or by Registered Post, on or before the Close . Issue”). The Issue is subject to various conditions . . . e) In addition to the above-mentioned address, the . a) ABF is registered and incorporated in the Dubai Technology, . of the Offer, i.e. no later than November 16, 2004, in . precedent being fulfilled, including approval of . . . shareholders of Balaji who wish to avail of and accept the . Electronic Commerce & Media Free Zone, Dubai, United . accordance with the instructions to be specified in the . shareholders, receipt of in-principal approval from both . . . Offer can also deliver the Form of Acceptance Cum . Arab Emirates with its registered office located at P.O. Box . Letter of Offer and in the Form of Acceptance Cum . the National Stock Exchange (“NSE”) and the Mumbai . . . Acknowledgement along with all the relevant documents at . 502197, Boutique Offices, Villa No. 9, Dubai Media City, . Acknowledgement. . Stock Exchange (“BSE”) and receipt of requisite . Dubai, United Arab Emirates. . . any of the collection centres below in accordance with the . . c) The Registrar to the Offer, M/s Karvy Computershare Pvt. . approvals for the Preferential Issue, including approval . b) Prior to 18 August 2003, the Company was registered and . . procedure as set out in the Letter of Offer. All the centres from the Foreign Investment Promotion Board (“FIPB”). . . Limited has opened a special depository account with DSP . . incorporated in the Jebel Ali Free Zone, United Arab Emirates . Merrill Lynch Limited at the National Securities Depositories . mentioned herein below would be open as follows: On completion of the Issue, the voting equity share capital . . . (Monday to Saturday: 10.00 a.m. to 7.00 p.m.) . as a Free Zone Establishment under the name Asian . Ltd. (NSDL) called, “Escrow Account – Balaji Telefilms Limited . will comprise 65,210,443 shares (“Post Issue Equity . Broadcasting FZE. On 18 August 2003, ABF was converted . Capital”). . . . into to a Free Zone Company with Limited Liability under the . The Acquirer has also agreed to subscribe to warrants . provisions of the Dubai Technology and Media Free Zone . Address Contact Person Delivery Mode Phone Fax convertible to equity shares of the Company within 18 . . . Private Companies Regulations 2003 issued under Law . months, at an exercise price of Rs. 90 per share. In . No. 1 of 2000 of the Emirate of Dubai establishing the Dubai . 16/22, Bake House, Maharashtra Ms Hema R Hand Delivery (022) 56382666 (022) 5633 1135 . . Chamber of Commerce Lane, case the Open Offer closes prior to the completion date . Technology, Electronic Commerce & Media Free Zone. . of the Subscription Agreement and the shares tendered . . Opp. MSC Bank, Fort, Mumbai – 400 023 . c) ABF is an affiliate of the Star Group, which is a part of . in this Open Offer represent less than a 4.1% stake of . . 7, Andheri Industrial Estate Ms Vishakha Hand Delivery (022) 26730799/ (022) 2673 0152 . News Corporation, and is primarily engaged in marketing, . the Post Issue Capital of the Company, then the Company . . Off. Veera Desai Road, Shringarpure 26730843 . sales and distribution of television channels and other . Andheri (W), Mumbai 400053 shall issue such number of warrants that, if converted . . . content throughout the world, including the Middle East, . T K N Complex, No. 51/2, Mr P B Ramapriyan Hand Delivery (080) 26621184 / 26621192 (080) 26621169 into equity shares, would represent an equity stake in . . . South Asia and the United Kingdom. . Vanivilas Road; Basavangudi the Company, which would be the difference between . . Bangalore 560004 . d) Total Revenue of ABF for the year ended June 30, 2004 . 25.1% and the Acquirer’s equity stake in the Company. . . 201-203 “Shail” Opp: Madhusudhan House; Mr Jayesh Shah Hand Delivery (079) 26420422 / 26400527 (079) 26565551 In case the Open Offer closes after the completion date . was US$ 50.7 mm (equivalent to Rs 2,353.2 mm) as . Off CG Road, Ahmedabad 380006 of the Subscription Agreement, the Company shall issue . compared to US$ 44.7 mm (equivalent to Rs 2,072.9 mm) . G1, Swathy Court, 22, Vijaya Raghava Road Mr D Sarath Hand Delivery (044) 28153445/ 28151034 (044) 2815 3181 . for the year ended June 30, 2003. . T Nagar, Chennai 600017 such number of warrants that if converted into equity . . shares shall represent a 4.1% equity stake in the . e) The Profit/(Loss) after tax of ABF for the year ended June . Karvy House, 21, Avenue 4, Street No 1, Ms A Anitha Hand Delivery/ (040) 23312454/ 23320251 (040) 23312946 . . Banjara Hills, Hyderabad – 500 034. Registered Post Company. If as a result of the Open Offer, the resultant . 30, 2004 was US$ 33.3 mm (equivalent to Rs. 1,544.9 mm) . equity stake of the Acquirer is in excess of 26%, then . as compared to US$ 24.5 mm (equivalent to . 49, Jatin Das Road, Kolkata –700029 Mr Alok Chaturvedi Hand Delivery (033) 24647231/ 24644891 (033) 2464 4866 the Acquirer shall reduce its equity interest in the . Rs. 1,138.0 mm) for the year ended June 30, 2003. . 105-108, Arunachal Building, Mr Shakul Puri Hand Delivery (011) 23324401-5 (011) 2332 4621 Company to 26% in a manner acceptable to all parties. . f ) Total equity of ABF for the year ended June 30, 2004 was . 19, Barakhamba Road, Connaught Place, . . New Delhi – 110001 b) On August 18, 2004 (“Board Meeting Date”), the Board . US$ 65.7 mm (equivalent to Rs. 3,046.6 mm) as compared . of Directors of Balaji approved the Issue and, in terms . to US$ 32.4 mm (equivalent to Rs. 1,501.7 mm) for the year . . . . f ) All owners (registered or unregistered) of shares of Balaji . amount of tax to be deducted by the Acquirer under the of Regulations 81(1A) of the Companies Act, 1956, called . ended June 30, 2003. . (except the Acquirer and parties to the Agreements) are . Income Tax Act, 1961, before remitting the consideration. In for an Extraordinary General Meeting on September 17, . IV. Information about Target Company . . case the aforesaid tax clearance certificate is not submitted, . . eligible to participate in the Offer anytime before the closure . 2004 to obtain approval of shareholders and to authorize . Balaji Telefilms Limited (“Balaji”) . of the Offer. Unregistered owners can send their application . the Acquirer will arrange to deduct tax at the rate as may the Board to allot the shares as required under . . . . a) Balaji is a public limited company with its registered office . in writing to the Registrar to the Offer, on a plain paper . be applicable to the category of the shareholder under the Regulations 23(1)(b) of SEBI (SAST) Regulations. . . . . located at C-13, Balaji House, Dalia Industrial Estate, . stating the Name, Address, number of shares held, number . Income Tax Act, 1961, on the entire consideration amount c) The Acquirer, the Company and Promoters have also . . . payable to such shareholder. . Opp. Laxmi Industries, New Link Road, Andheri (W), . of shares offered, Distinctive numbers, Folio number, . entered into the following agreements dated August 18, 2004:- . . together with the original share certificate(s), valid transfer . n) A schedule of the activities pertaining to the Offer is given . Mumbai – 400 053. . . i. Shareholders Agreement to provide for certain matters . . deeds and the original contract notes issued by the broker . below:- relating to the transfer of shares of the Acquirer and . b) Balaji changed its name from Balaji Telefilms Private Limited . through whom they acquired their shares. No indemnity is . . to Balaji Telefilms Limited on April 19, 2000. . . the Promoters, and the management and operation of . . required from the unregistered owners. . Activity Day & Date . c) Balaji is primarily engaged in the business of production of . . the Company. The Shareholders Agreement provides, . . g) In case of non-receipt of the Letter of Offer, the eligible . Specified Date * Friday, September 17, 2004 inter alia, affirmative voting rights to the Acquirer on . television software in Hindi, Telugu, Tamil and Kannada . persons may send their consent to the Registrar to the . . . . Last date for a competitive bid Wednesday, September 15, 2004 certain matters of the company, and as long as the . d) The shares of Balaji are listed on the BSE and the NSE. As . Offer, on a plain paper stating the Name, Address, number . . . . Date by which Letter of Offer to be Wednesday, October 6, 2004 Acquirer has at least a 15% equity stake in the . on August 17, 2004, the closing price of the shares of . of shares held, Distinctive numbers, Folio number, number . Company, the Acquirer shall be entitled to appoint two . Balaji on NSE was Rs. 97.60 and on BSE was Rs. 97.65. . of shares offered along with documents as mentioned . dispatched to shareholders . . . (2) Directors to the Board of the Company, if the . e) Based on the latest audited Annual Accounts of Balaji, the . above so as to reach the Registrar to the Offer on or . Date of opening of the Offer Monday, October 18, 2004 . Total Income as on March 31, 2004 was Rs. 1,844.5 mm as . before the Close of the Offer, i.e. no later than November . Acquirer’s equity stake falls below 15%, then the . . . Last date for revising the Offer Price Wednesday, November 3, 2004 Acquirer can nominate one (1) Director to the Board . compared to Rs. 1,874.6 mm as on March 31, 2003. . 16, 2004 or in case of beneficial owners, they may send . . . the application in writing to the Registrar to the Offer, on a . Last date for withdrawing acceptance of the Company so long it has at least a 10% equity . f ) Profits/(Loss) after Tax for the year ended March 31, 2004 . . . . plain paper stating the name, address, number of shares . from the Offer Tuesday, November 9, 2004 stake in the Company. The day-to-day management . was Rs. 554.1 mm as compared to Rs. 574.1 mm as on . . . . held, number of shares offered, DP name, DP ID, beneficiary . Last date of closing of the Offer Tuesday, November 16, 2004 as well as creative and financial control over the . March 31, 2003. . . . g) The Equity Share Capital for the year ended March . account number and a photocopy of the delivery instruction . Last date of communicating rejection/ Thursday, December 16, 2004 business and operations of the Company shall vest in . . in “Off-market” mode or counterfoil of the delivery . . 31, 2004 and the year ended 31 March 2003 was . . acceptance and payment of the management team comprising the executive . . instruction in “Off-market” mode, duly acknowledged by . . Rs. 103.0 mm. Reserves & Surplus for the year ended . . consideration for accepted tenders Directors. . . the DP, in favour of the special depository account, so as . . March 31, 2004 was Rs. 1,340.8 mm as compared to . . ii. Non-Compete Agreement, which provide inter alia: . . to reach the Registrar to the Offer, on or before the close . * Specified date is only for the purpose of determining the . Rs. 961.4 mm as on March 31, 2003. Balaji had no . . (a) that the Promoters without the prior written consent . . of the Offer, i.e. no later than November 16, 2004. . names of the shareholders as on such date to whom the Letter . Revaluation Reserve as on March 31, 2004. . . of the Acquirer will not engage in the business of : - . . h) In terms of Regulation 22 (5A) of the SEBI (SAST) . of Offer would be sent and all owners (registered or . h) Total Paid-up Equity Share Capital of Balaji, as on the date . . unregistered) of the shares of Balaji (except the Acquirer and • owning and/or operating a television channel; . . Regulations, equity shareholders desirous of withdrawing . • sourcing, production and supply of television or . of this Public Announcement is Rs. 103.0 mm, divided into . the acceptance tendered by them in the Offer may do so . parties to Agreements) are eligible to participate in the . 51,516,250 fully paid-up shares of Rs. 2/- each. There are . . Offer anytime before the closure of the Offer. motion pictures content and providing services . . up to three (3) working days prior to the date of closure of . related to the foregoing; or . neither partly paid-up shares nor outstanding convertible . the Offer. The withdrawal option can be exercised by . IX.General . instruments as on the date of this Public Announcement. . . • the distribution and promotion of entertainment . . submitting the documents as per the instructions below, . a) Shareholders who have accepted the Offer by content, through motion pictures or through . . so as to reach the Registrar to the Offer at any of the . tendering the requisite documents, in terms of this . V. Reasons for the Offer and Future Plans . . television, either on a free to air basis to viewers or . a) The Offer to the shareholders of Balaji is being made . collection centres mentioned above as per the mode of . Public Announcement and the Letter of Offer shall on a pay basis for access by subscribers, . . delivery indicated therein on or before November 9, 2004. . have the option to withdraw acceptance tendered by . pursuant to the signing of the Agreements between the . . (b) for certain other matters related to the businesses . Acquirer and Balaji and is being made in accordance with . i. The withdrawal option can be exercised by submitting . them up to three (3) working days prior to the date of . . the Form of Withdrawal, enclosed with the Letter of . closure of the Offer, in terms of Regulations 22 (5A) stated above. . Regulation 10 of the SEBI (SAST) Regulations. . . d) The Non-Compete Agreement has been entered into in . b) The Acquirer does not have any plans to dispose of or . Offer. . of the SEBI (SAST) Regulations. . . ii. In case of non-receipt of Form of Withdrawal, the . b) If there is any upward revision in the Offer Price by the consideration of the acquisition of the Issue by the . otherwise encumber any assets of Balaji in the next 2 . . Acquirer and no other consideration is payable for the . (two) years, except in the ordinary course of business of . withdrawal option can be exercised by making a plain . Acquirer till the last date of revision viz. November 3, 2004, . . paper application along with the following details: . Non-Compete covenant by the Promoters.The Acquirer, . Balaji and except to the extent required for the purpose of . . or withdrawal of the Offer, the same will be informed by . . • In case of physical shares: Name, Address, Distinctive . way of a public announcement in the same newspapers in Star India Private Limited (“SIPL”) and the Company have . restructuring and/or rationalization of assets, investments, . . . . numbers, Folio number, number of shares tendered; . which this Public Announcement has appeared. The Acquirer entered into an Agreement dated August 18, 2004, . liabilities or otherwise of Balaji. . . . . and . would pay such revised price for all the shares validly wherein SIPL as a nominee of the Acquirer will have a . . . . c) Other than in the ordinary course of business, the Acquirer . • In case of dematerialised shares: Name, Address, . tendered any time during the Offer and accepted under the right of first refusal to acquire all worldwide copyright . . . . undertakes that it shall not sell, dispose of or otherwise . number of shares offered, DP name, DP ID, beneficiary . Offer. for distribution of the programming content of the . encumber any substantial asset of Balaji except with the . . . . account number and a photocopy of the delivery . c) If there is a competitive bid: Company. . prior approval of shareholders of Balaji. . instruction in “Off-market” mode or counterfoil of the . – The public offers under all the subsisting bids e) The Acquirer, SIPL, the Promoters and the Company . . . . IV. Statutory Approvals Required for the Offer . delivery instruction in “Off-market” mode, duly . shall close on the same date. have entered into a Co-operation Agreement dated . . acknowledged by the DP, in favour of the special . . a) The Offer is subject to the receipt of approval for acquisition . . – As the Offer Price can not be revised during the August 18, 2004 to promote each other’s respective . of Issue and shares under the Open Offer from (i) the . depository account. . seven (7) working day period prior to the Closing businesses and create mutual opportunities. . . i) The Registrars to the Offer will hold in trust the shares/ . date of the Offers / bids, it would, therefore, be in . Foreign Investment Promotion Board (“FIPB”) and (ii) the . . II. The Offer . Reserve Bank of India (“RBI”), under the Foreign Exchange . share certificates, shares lying in credit of the special . the interest of the shareholders to wait till the . . depository account, Form of Acceptance Cum . a) ABF, incorporated under the laws of the United Arab . Management Act, 1999 (“FEMA”). Besides this, as on the . . commencement of that period to know the final . . Acknowledgement, if any, and the transfer form(s) on . Emirates, is making an offer to the public shareholders of . date of this Public Announcement, no other statutory . . offer price of each bid and tender their acceptance . . behalf of the shareholders of Balaji who have accepted . accordingly. Balaji to acquire up to 13,042,089 Fully Paid-Up Equity . approval is required to acquire the shares tendered . . . . the Offer, till the cheques/drafts for the consideration and/ . d) The Acquirer has not been prohibited by SEBI from dealing Shares (“shares(s)”) of Rs. 2/- each, representing in the . pursuant to this Offer. The Acquirer will not proceed with . . . . or the unaccepted shares/share certificates are . in securities, in terms of direction issued under Section 11B . the Offer in the event that any statutory approval indicated . . aggregate 20% of the voting Post Issue Equity Capital of . . dispatched/returned. . or any other regulations made under the SEBI Act. . above is not obtained in terms of Regulation 27 of the SEBI . . Balaji at a price of Rs. 90 (Rupees Ninety only) per share . . j) If the aggregate of the valid responses to the Offer . e) Pursuant to Regulation 13 of the SEBI (SAST) Regulations, (“Offer Price”), payable in cash and subject to the terms . (SAST) Regulations. . . . . exceeds the Offer size of 13,042,089 fully paid-up equity . the Acquirer has appointed DSPML as Manager to the Offer. and conditions mentioned hereinafter (“Offer”). . b) In case of delay in receipt of any statutory approval(s), . shares of Balaji (representing 20% of the Post Issue Equity . f) The Acquirer accepts responsibility for the information . SEBI has a power to grant an extension of time to the . . b) No other person is acting in concert with the Acquirer for . . Capital of Balaji), then the Acquirer shall accept the valid . contained in this Public Announcement. The Acquirer is . Acquirer for payment of consideration to shareholders, . . the purpose of this Offer. . . applications received on a proportionate basis in . responsible for each of its obligations in terms of the SEBI c) The Acquirer does not hold any shares in Balaji as of the . subject to the Acquirer agreeing to pay interest for the . accordance with Regulation 21(6) of the SEBI (SAST) . (SAST) Regulations. . delayed period as directed by SEBI in terms of Regulation . . date of this Public Announcement. . . Regulations. The shares of Balaji are compulsorily traded . g) Certain financial details contained in this Public . 22(12) of the SEBI (SAST) Regulations. Further, if the delay . . d) ABF will acquire all the shares tendered and accepted . . in dematerialized form, hence minimum acceptance will be . Announcement are denominated in US$. The Rupee . occurs on account of willful default by the Acquirer in . one share. . equivalent quoted in each case is calculated in accordance under the Offer, subject to certain conditions and other . . . . obtaining the requisite approvals, Regulation 22(13) of the . k) Unaccepted share certificates, transfer forms and other . with the RBI Reference rates as on August 18, 2004 namely terms and conditions set out in this Public Announcement . . . . SEBI (SAST) Regulations will also be applicable. . documents, if any, will be returned by registered post at . 1 US$ = Rs. 46.39 (Source: www.rbi.org.in) and the Letter of Offer to be sent to the shareholders. . . the shareholders’/unregistered owners’ sole risk to the . e) The Offer is not conditional on any minimum level of . VII. Financial Arrangements . . . a) The total funding requirement for the acquisition of up to . sole/first shareholder. Unaccepted shares held in demat . This Public Announcement will also be available on the SEBI’s acceptance by the shareholders. . . form will be credited back to the beneficial owners’ . . 13,042,089 shares held by shareholders in Balaji at . . website (www.sebi.gov.in). Eligible persons to the Offer may f ) The shares of Balaji are listed on the BSE and NSE. Based . . depository account with the respective depository . . Rs. 90 per share is Rs. 1,173, 787,974 (Rs. One hundred . . also download a copy of the Form of Acceptance Cum on the information available, the shares of Balaji are . . participant as per the details furnished by the beneficial . Acknowledgement, which will be available on SEBI’s website . and seventeen crores, thirty-seven lakhs eighty seven . . frequently traded on the NSE and the BSE (Source: . . owner in the Form of Acceptance Cum Acknowledgement. . at (www.sebi.gov.in) from the Offer Opening Date, i.e. . thousand nine hundred and seventy four only). . . Bloomberg) within the meaning of explanation (i) to . . l) Shareholders who have sent their shares for . October 18, 2004. . Ernst & Young, the auditors of ABF, have vide their letter . . Regulation 20 (5) of the SEBI (SAST) Regulations. The Offer . . dematerialization need to ensure that the process of getting . . dated August 19, 2004 certified that ABF has sufficient . . Issued by: Manager to the Offer Price of Rs. 90 per share is justified in terms of Regulations . . their shares dematerialized is completed well in time so . . funds to meet its obligations under Regulation 29 of the . . 20 (4) of the SEBI (SAST) Regulations in view of the . . that the credit in the special depository account is received . . SEBI (SAST) Regulations. ABF has agreed vide its board . . following: . . on or before the date of Closure of the Offer, i.e., no later . . resolution dated August 18, 2004 to contribute cash in order . than November 16, 2004, else their application will be . i. The Acquirer has entered into an Agreement with Balaji . . . . to fulfill its obligations under Regulation 29 of the SEBI . rejected. . DSP Merrill Lynch Limited on August 18, 2004 to subscribe to an aggregate of . . . . (SAST) Regulations. The Manager to the Offer is satisfied . m) While tendering the shares under the Offer, NRIs/OCBs/ . 10th Floor, Mafatlal Centre, 13,694,193 equity shares at Rs. 90 per share through . . . . about the ability of the Acquirer to implement the Offer in . foreign shareholders will be required to submit the previous . Nariman Point, Mumbai- 400 021 preferential allotment. Except for this, the Acquirer has . accordance with the SEBI (SAST) Regulations as firm . RBI approvals (specific or general) that they would have . Tel No:- 5632 8000; Fax No:- 2204 8518 not acquired any shares of Balaji including through . . . . financial arrangements are in place to fulfill the obligations . obtained for acquiring the shares of Balaji. In case the . Email:- [email protected] allotment in a public, rights or preferential issue during the . . . . under the SEBI (SAST) Regulations. . previous RBI approvals are not submitted, the . Contact Person: - Sucharita Choudhury 26-week period prior to the date of this Public . b) Further, ABF has made a cash deposit of US$ 5,863,716 . Acquirer reserves the right to reject such shares . . . . On behalf of: The Acquirer Announcement. . (equivalent to Rs 272,017,785 only) being in excess of the . tendered. . ii.The share price data of Balaji on the NSE preceding the . . While tendering shares under the Offer, NRI/OCBs/foreign . . amount required under Regulation 28(2) of the SEBI (SAST) . . Place: Mumbai Board Meeting Date (August 18, 2004), where it is most . . shareholders will be required to submit a tax clearance . . Regulations, i.e., 25% for the first Rs. 100 crores and 10% . . Date: August 25, 2004 frequently traded, is as under: . . certificate from the Income Tax authorities, indicating the . . thereafter, in a bank account with HSBC Bank Middle East