Form 8 (OPD) - The Indian Film Company Limited

 
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:                      [phone] 
 
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 
[e-mail]. The Panel's Market Surveillance Unit is available 
for consultation in relation to the Code's dealing disclosure requirements on 
[phone]. 
 
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
 
 
 
 
END