JM Financial Consultants Pvt Ltd ("Manager to the Offer") on behalf of Television Eighteen India Ltd ("Acquirer") along with I-Ven Interactive Ltd ("Person Acting in Concert or PAC") has issued this Corrigendum to the Public Announcement to the shareholders of Infomedia India Ltd ("Target Company"), which is in continuation of & should be read in conjunction with the Public Announcement ("PA") dated December 12, 2007, pursuant to & in compliance with the Regulations 10 & 12 and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto (the "SEBI (SAST) Regulations"/"Regulations").
The Shareholders of the Target Company are requested to note the following developments/ amendments.
1. Revised Schedule of activities
Securities & Exchange Board of India ("SEBI") issued its observations/ comments on the draft Letter of Offer on March 26, 2008. The dates with respect to various activities as per the disclosure made in the PA have undergone a change.
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Activity Original Schedule Revised Schedule
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Specified Date December 28, 2007 December 28, 2007
Date of Opening of the Offer February 04, 2008 April 09, 2008
Date of Closing of the Offer February 23, 2008 April 28, 2008
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2. Background to the Offer
The following information should be read in addition to the information provided in the PA:-
The clause under para 1.2 of the PA which read as:
"Since the acquisition of the Sale Shares, acquisition of Additional Equity Shares, if any, the issuance of Subscription Shares & Warrants to the Acquirer results in a substantial acquisition of shares & control of the Target Company, the Acquirer is making an offer ("Offer") under Regulation 10 & 12 of the SEBI (SAST) Regulation to the public shareholders of the Target Company to acquire up to 51,87,621 equity shares ("Offer Shares") of the Target Company which constitutes 20% of the Voting Capital of the Target Company."
should be read as:
"Since the purchase of the Sale Shares, the purchase of the Subsequent Sale Shares, if any, & the subscription for the Subscription Shares by the Acquirer results in a substantial acquisition of shares & control of the Target Company, the Acquirer is making an offer ("Offer") under Regulation 10 & 12 of the SEBI (SAST) Regulations to the Public Shareholders of the Target Company to acquire upto 51,87,621 Equity Shares ("Offer Shares") of the Target Company which constitutes 20% of the Voting Capital of the Target Company."
If the beneficial holding of the Acquirer in the Target Company through I-Ven taken along with its direct holding in the Target Company as a result of the Open Offer is less than 53% then the Acquirer shall purchase Additional Equity Shares from the Seller during the Offer Period, so that the sum of the beneficial holding of the Acquirer in the Target Company through I-Ven, direct holding of the Acquirer in the Target Company as a results of the Open Offer & the purchase of Additional Equity Shares does not exceed 53%, at the end of Offer period. Provided further that the above shall apply to purchase of Additional Equity Shares, if any, and not to conversion of Acquirer Warrants, if any, during the Offer Period.
If, on conversion of Acquirer Warrants subsequently by the Acquirer, the SEBI (SAST) Regulations get attracted, the Acquirer shall make a Public Announcement in terms of the SEBI (SAST) Regulations.
The terms not defined herein will have the same meaning as defined in the PA. All other terms and conditions in the open offer remain unchanged. |