Form 8 (DD) - Roptonal LTD


 
TIDMIFC 
 
FORM 8 (DD) 
 
 PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT 
   (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS) 
 
           Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code") 
 
1. KEY INFORMATION 
 
(a) Identity of the party to the offer or       Roptonal Limited 
person acting in concert making the disclosure: 
 
(b) Owner or controller of interests and short  Viacom 18 Media Private Limited 
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 Limited 
whose relevant securities this form relates: 
 
Use a separate form for each offeror/offeree 
 
(d) Status of person making the disclosure:     Offeror (Roptonal Limited) 
 
e.g. offeror, offeree, person acting in concert 
with the offeror/offeree (specify name of 
offeror/offeree) 
 
(e) Date dealing undertaken:                    20 October 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 PERSON MAKING THE DISCLOSURE 
 
(a) Interests and short positions in the relevant securities of the offeror or 
offeree to which the disclosure relates following the dealing 
 
Class of relevant security:                    Ordinary shares 
 
                                      Interests             Short positions 
 
                                    Number         %         Number        % 
 
(1) Relevant securities owned     10,000,000     18.18 
and/or controlled: 
 
(2) Derivatives (other than 
options): 
 
(3) Options and agreements to 
purchase/sell: 
 
TOTAL:                            10,000,000     18.18 
 
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 (including directors' and other 
executive options) 
 
Class of relevant security in relation N/A 
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. 
 
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE 
 
(a) Purchases and sales 
 
 Class of relevant     Purchase/sale         Number of        Price per unit 
     security                               securities 
 
Ordinary shares     Purchase            10,000,000          115.56 pence 
 
(b) Derivatives transactions (other than options) 
 
   Class of       Product      Nature of dealing     Number of      Price per 
   relevant     description                          reference        unit 
   security                  e.g. opening/closing a  securities 
                  e.g. CFD    long/short position, 
                             increasing/reducing a 
                              long/short position 
 
 
(c) Options transactions in respect of existing securities 
 
(i) Writing, selling, purchasing or varying 
 
Class of   Product    Writing,   Number of  Exercise   Type    Expiry   Option 
relevant description purchasing, securities  price              date    money 
security  e.g. call   selling,    to which  per unit   e.g.             paid/ 
           option      varying     option            American,         received 
                        etc.      relates            European          per unit 
                                                       etc. 
 
 
(ii) Exercising 
 
 Class of relevant  Product description      Number of      Exercise price per 
     security                               securities             unit 
                     e.g. call option 
 
 
(d) Other dealings (including subscribing for new securities) 
 
Class of relevant     Nature of dealing          Details        Price per unit 
    security                                                   (if applicable) 
                     e.g. subscription, 
                         conversion 
 
 
The currency of all prices and other monetary amounts should be stated. 
 
Where there have been dealings in more than one class of relevant securities of 
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as 
appropriate) for each additional class of relevant security dealt in. 
 
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 or person acting in concert making the disclosure and any other person: 
 
If there are no such agreements, arrangements or understandings, state "none" 
 
Network 18 Holdings Ltd, a subsidiary of Network18 Media & Investments Ltd has 
entered into certain indemnity arrangements with Roptonal Limited by an 
agreement dated 30 September 2010, as set out in paragraph 8 of Appendix V of 
Roptonal's offer document dated 1 October 2010. 
 
(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 or person acting in concert making the 
disclosure 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:                     21 October 2010 
 
Contact name:                           Tony Rawlinson - Cairn Financial 
                                        Advisers LLP 
 
Telephone number:                       020 7148 7901 
 
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 
monitoring@disclosure.org.uk . The Panel's Market Surveillance Unit is 
available for consultation in relation to the Code's dealing disclosure 
requirements on +44 (0)20 7638 0129. 
 
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk . 
 
 
 
 
 
END
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