. 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.