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Letter of Offer

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Letter of Offer LETTER OF OFFER “THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION” This Letter of Offer is being sent to you as an equity shareholder(s) of Fame India Limited. If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or the Manager to the Offer or the Registrar to the Offer. In case you have recently sold your shares in Fame India Limited, please hand over this Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement and Form of Withdrawal to the purchaser of the shares or the member of stock exchange through whom the sale was effected. CASH OFFER Pursuant to Regulations 10, 12, 25(1) and 25(3) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (‘SEBI (SAST) Regulations’ or the ‘Regulations’) and subsequent amendments thereto by Reliance MediaWorks Limited (‘RMW’ or the ‘Acquirer’) Registered Office: Film City Complex, Goregaon (East), Mumbai - 400065. Tel No.: +91-22-3980 8900, Fax: +91-22-3980 8985 along with Reliance Capital Partners (‘RCP’ or ‘PAC1’) Office: 3rd Floor, Reliance Energy Centre, Santa Cruz (East), Mumbai - 400055. Tel No.: +91-22-3009 9311, Fax: +91-22-3009 9763 and Reliance Capital Limited (‘RCL’ or ‘PAC2’) Registered Office: H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400710. Tel No.: +91-22-3047 9243, Fax: +91-22-3032 7202 for the acquisition of 2,17,00,000 fully paid-up equity shares representing 62.09% of the fully paid-up and issued equity share capital / voting rights and 52.72% of the Emerging Equity Share and Voting Capital of Fame India Limited (‘FIL’ or the ‘Target Company’) Registered Office: Fame Adlabs, 2nd Floor, Andheri Link Road, Oshiwara, Andheri (W), Mumbai - 400 053, Maharashtra. Tel No.: +91-22-6640 3640 / 3636, Fax: +91-22-6640 3655 at Rs. 83.40 (Rupees Eighty Three and Forty Paise only) per fully paid-up equity share of face value Rs. 10 (Rupees Ten only) each (the ‘Offer Price’) payable in cash ATTENTION: a) In terms of Regulations 25(1) and 25(3) of the Regulations, this Offer is a competitive bid. Enam Securities Private Limited issued a public announcement on February 6, 2010 on behalf of Inox Leisure Limited, along with Gujarat Fluorochemicals Limited, for the acquisition of up to 20% of the Emerging Equity Share and Voting Capital (as defined in clause 7.6 of this Letter of Offer) of the Target Company (the “First PA”). b) As of the date of this Letter of Offer, no other statutory approval is required for the Acquirer and the PACs except for those mentioned under Section 10 of this Letter of Offer titled “Statutory and Other Approvals required for this Offer”. c) In case of delay in the receipt of the statutory approvals, SEBI has the power to grant an extension of time to the Acquirer and/or PACs for payment of consideration to the shareholders who have validly tendered their Shares, subject to the Acquirer and/or PACs agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the SEBI (SAST) Regulations, provided that if the Acquirer and/or PACs are diligent in pursuing the statutory approvals to the satisfaction of SEBI, the Acquirer and/or PACs will have an option not to pay interest, subject to concurrence of SEBI. Further, if the delay occurs on account of willful default by the Acquirer and/or PACs in obtaining the requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also become applicable. d) Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, shall have the option to withdraw their acceptance on or before Thursday, December 30, 2010, i.e., 3 (three) working days prior to the date of closure of the Offer i.e. Tuesday, January 04, 2011. e) If there is any upward revision in the Offer Price / Offer size by the Acquirer and/or PACs prior to or on the last date for revising the Offer Price / Offer size viz., Friday, December 24, 2010, you will be informed by way of another Public Announcement in the newspapers in which the first Public Announcement was published. The Acquirer and/or PACs shall pay such revised price for all shares validly tendered any time during the Offer and accepted under the Offer. f) The Offer is not conditional on any minimum level of acceptance by the shareholders. g) As this is a competitive bid : 1. The public offers under all the subsisting bids shall close on the same date. 2. As the offer price cannot be revised during 7 working days prior to the closing date of the Offer, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final Offer Price of each bid and tender their acceptance accordingly. h) The Form of Acceptance-cum-Acknowledgement and the Form of Withdrawal are enclosed with this Letter of Offer. i) A copy of the Public Announcement and this Letter of Offer including the Form of Acceptance-cum-Acknowledgement and the Form of Withdrawal will also be available on SEBI’s website (www.sebi. gov.in) from the Offer opening date viz., Thursday, December 16, 2010. A copy of the Form of Acceptance-cum-Acknowledgement may also be obtained from the Registrar to the Offer commencing on the date of the dispatch of the Letter of Offer. MANAGER TO THE OFFER REGISTRAR TO THE OFFER ICICI Securities Limited Karvy Computershare Private Limited ICICI Centre, H. T. Parekh Marg, Churchgate Plot No. 17 - 24, Vittal Rao Nagar, Mumbai – 400020, India Madhapur, Hyderabad – 500081, India Tel: +91-22-2288 2460, Fax: +91-22-2282 6580 Tel: +91-40-4465 5300, Fax: +91-40-2343 1551 Contact Person: Thomas Vincent / Ranvir Davda Contact Person: M. Muralikrishna E-mail: [email protected] E-mail: [email protected] OFFER OPENS: THURSDAY, DECEMBER 16, 2010 OFFER CLOSES: TUESDAY, JANUARY 04, 2011 SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER Activity Date 1 Date of the Public Announcement Sunday, February 21, 2010 2 Last date for a competitive bid as per the First PA Saturday, February 27, 2010 3 Date of First Corrigendum to the Public Announcement Friday, March 5, 2010 4 Specified Date* Friday, March 19, 2010 5 Date of Second Corrigendum to the Public Announcement Thursday, December 9, 2010 6 Date by which Letter of Offer will be dispatched to shareholders of the Target Company Saturday, December 11, 2010 7 Date of opening of the Offer Thursday, December 16, 2010 8 Last date for revising Offer Price / number of shares Friday, December 24, 2010 9 Last date for withdrawing acceptance from the Offer Thursday, December 30, 2010 10 Date of closure of the Offer Tuesday, January 04, 2011 11 Date by which rejection / acceptance under the Offer would be intimated and payment of consideration for Wednesday, January 19, 2011 accepted shares will be made and / or the unaccepted shares / share certificates will be credited / dispatched * Specified Date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer will be sent and all owners (registered or unregistered) of the shares of Fame India Limited (except the Acquirer and the PACs) are eligible to participate in the Offer anytime before the close of the Offer. RISK FACTORS RISKS RELATED TO THE OFFER The risk factors set forth below pertain to the Offer and are not in relation to the present or future business operations of the Target Company or other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a shareholder in the Offer. Shareholders of the Target Company are advised to consult their stockbroker or investment consultant, if any, for analyzing all the risks with respect to their participation in the Offer. 1. The Offer is for the acquisition of 2,17,00,000 fully paid-up equity shares of face value Rs. 10 (Rupees Ten only) each of the Target Company from its equity shareholders, representing 62.09% of the fully paid-up and issued equity share capital / voting rights and 52.72% of the Emerging Equity Share and Voting Capital of the Target Company. In the case of oversubscription in the Offer, as per the Regulations, acceptance would be determined on proportionate basis and hence there is no certainty that all the Shares tendered by the shareholders in the Offer will be accepted. However, in the event that the RBI approval is refused for one or more shareholders in respect of whom prior RBI approval is required, the basis of acceptance will be revised and additional Shares will be accepted by the Acquirer and/or the PACs from resident shareholders and such non-resident shareholders in respect of whom no prior RBI approval is required or non-resident shareholders in respect of whom RBI approval is received and further consideration shall be paid for such accepted Shares as per the provisions of Regulation 22(12) of the SEBI (SAST) Regulations. 2. In the event that either (a) a statutory or regulatory approval is not received in a timely manner, (b) there is any litigation leading to a stay of the Offer, or (c) SEBI instructs the Acquirer and/or the PACs not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer.
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