Reliance Broadcast Network: Delisting Offer

Reliance Broadcast Network Ltd has informed BSE about the following:

This public announcement (?Public Announcement?) is being issued by Reliance Share & Stock Brokers Private Limited (?R-Share?), Reliance Land Private Limited (?R-Land?) and Reliance Capital Limited (?R-Cap?) (collectively referred to as the ?Acquirers?) to the public shareholders of Reliance Broadcast Network Ltd ('Target Company') in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shams) Regulations, 2009 (?Delisting Regulations?) in respect of the proposed acquisition and delisting, of fully paid-up equity shares of the Company (?Offer? / ?Delisting Offer').

Delisting Offer:

The issued, subscribed and paid-up share capital of the Company (the ?Equity Capital?) is Rs. 397,255,850/- comprising of 79,451,170 fully paid-up equity shares having face value of Rs. 5/- each (the ?Equity Shares?). The Equity Shares are listed on the BSE Limited (the ?BSE?) and N4tional Stock Exchange of India Limited (the ?NSE?) (collectively referred toss ?Stock Exchanges?).)

The Acquirers are part of the promoter group of the Company and collectively along with other promoter group entities hold 5,95,49,316 Equity Shares, representing 74.95% of the Equity Capital.

The Acquirers are making this Public Announcement to the public shareholders of the Target Company (defined to mean all the shareholders of the Company other than the entities forming part of the promoter group of the Company and (?Public Shareholders?) to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out below, up to 19,901,854 Equity Shares, representing 25.05% of the Equity Capital (the ?Offer Shares?), Consequent to the Delisting Offer and upon the combined shareholding of the promoter group of the Company, including that of the Acquirers, reaching a minimum of 90% of the Equity Capital and fulfillment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist the Equity Shares from the BSE and NSE in accordance with the Delisting Regulations.

On September16, 2013, the Acquirers intimated their intention to make the Delisting Offer to the Company and requested the board of directors of the Company (?Board of Directors?) to convene a meeting to consider the proposal of delisting, to place the proposal of delisting before the shareholders of the Company for their consideration and approval by a special resolution passed through postal ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations, and to seek in-principle approval of the BSE and NSE for delisting the Equity Shares in accordance with Regulation 8(1)(c) of the Delisting Regulations.

The Board of Directors ride its resolution dated September 18, 2013, approved the proposal received from the Acquirers to initiate the Delisting Offer in accordance with the provisions of the Delisting Regulations, subject to applicable laws and approval of the shareholders of the Company. A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on October 30, 2013 and notified to the Stock Exchanges on the same date, approving the proposed delisting of the Equity Shares from the BSE and NSE in accordance with the Delisting Regulations. The votes cast by Public Shareholders in favour of the Delisting Offer were 7,058,183, being more than two times the number of votes cast by the Public Shareholders against it (i.e. 44,597). The BSE and NSE have issued their in-principle approvals for the Delisting Offer, subject to compliance with the Delisting Regulations, vide their letters dated November 22, 2013 and November 21, 2013, respectively)

The Equity Shares are presently listed and traded on the BSE and NSE are are sought to be delisted from both the stock exchanges.

In accordance with the applicable provisions of Regulation 15 (2) of the Delisting Regulations, the floor price for the Offer per Equity Share determined by the Acquirers is Rs. 46.47/- (Rupees Forty Six and Paise Forty Seven only) (the ?Floor Price?)).

The minimum price per Equity Sham (the ?Discovered Price? / ?Offer Price?) payable by the Acquirers for the Offer Shares it acquires pursuant to the Delisting Offer, an determined in accordance with the Delisting Regulations, will be the price at which the maximum number of Offer Shares are tendered pursuant to a reverse book-building process in the manner an specified in Schedule II of the Delisting Regulations.

The Acquirers may, at its sole discretion, accept the Discovered Price for the Offer Shares or offer to pay a price higher than the Discovered Price for the Offer Shares. The price so accepted or offered by the Acquirers is referred to in this Public Announcement as the exit price (the ?Exit Price?). The Acquirers are under no obligation to accept the Discovered Price or to offer a price higher than the Discovered Price.

Proposed Timetable for the Delisting Offer:

The Proposed Timetable for the Delisting Offer is as follows:

Resolution for delisting of Equity Shares passed by the Shareholders of the Company - October 30, 2013

Publication at Public Announcement by the Acquirers - January - 22, 2014

Specified Date - January 24, 2014

Dispatch of Bid Letter/ Bid Forms to Public Shareholders as on the Specified Date - January 30, 2014

Bid Opening Date - (10.00 a.m.) - February 12, 2014

Last date for upward revision or withdrawal of Bids (3.00 p.m.) - February 17, 2014

Bid Closing Date (3.00 p.m.) - February 18, 2014

Last date for making Public Announcement of Discovered Price/ Exit Price and Acquirer?s acceptance/ rejection of Discovered Price/ Exit Price - March 04, 2014

Last date for payment of consideration for the Offer Shares to be acquired in case of a successful Delisting Offer* - March 06, 2014

Last date for return to Public shareholders of Offer Shares tendered but not acquired under the Delisting Offer - March 06, 2014

* Subject to the acceptance of the Discovered Price (if it is higher than the Floor Price) or offer, of an Exit Price higher than the Discovered Price by the Acquirers.