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| Exchange Disseminated Time 09/04/2016 08:07:29 | TV Today Network Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 08, 2016, inter alia, has approved the execution of Investment Agreement and Letter agreement with Today Merchandise Private Limited ("TMPL"), Living Media India Limited ("LMIL') and Zee Media Corporation Limited ("Zee") and promoter promotion agreement with TMPL, whereby TVTN would be providing advertising and promotional services to TMPL of INR 2.5 Crore per annum for a period of five years. In consideration of providing the promoter promotion advertisement support TVTN shall be issued CCDs of TMPL worth INR 12.5 Crore (being the amount of promoter promotion support to be provided by TVTN). Such CCDs can be converted into equity shares after the expiry of 5 years from the date Zee has invested in TMPL.
Necessary information in this regard is provided below:
- Name(s) of parties with whom the agreement is entered;
Today Merchandise Private Limited ("TMPL")
Living Media India Limited ("LMIL") and
Zee Media Corporation Limited ("Zee")
- Purpose of entering into the agreement;
As per the arrangement TVTN is required to provide promoter promotion support to TMPL by way of advertising which is to be provided within a period of 5 years from the date Zee invests in TMPL, and the support in each year (within the 5 years period) is limited to INR 2.5 crore. LMIL will provide advertisement support of Rs. 37.5 Cr over 5 years to TMPL and Zee will invest Rs. 153.53 Crores over a period of 4 years through equity shares and CCDs.
a. Zee shall initially, by June 2016, acquire 49% equity stake by investing approx. Rs. 36.87 Crores by subscribing to Equity Shares TMPL, at par.
b. Subsequently Zee shall increase its stake, by investing upto Rs. 116.6 Crores over a period of 4 years, by subscribing to any security convertible into Equity Shares of TMPL, at par value in such manner that upon conversion, the shareholding of Zee shall be 80% of fully diluted capital of TMPL.
Simultaneously with the provision of promoter promotion support, TVTN shall be issued such number of CCDs of TMPL which will correspond to the monetary value of the promoter promotion support provided by TVTN at that point of time.
All such CCDs which are issued to TVTN can be converted into equity shares after 5 years from the date Zee invests in TMPL.
For information sake, TMPL is currently running in losses and its Turnover for the financial year ended March 31, 2015, March 31, 2014 and March 31, 2013, Rs. 3.84 Cr, Rs. 5.25 Cr and Rs. 5.11 Cr respectively. |
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