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HYDERABAD, May 8

ZEE Telefilms Ltd and Padmalaya Enterprises Pvt Ltd (PEPL), which had earlier come out with an open offer to acquire 20 per cent of the equity shares of Padmalaya Telefilms Ltd (PTL), the Hyderabad-based television programming, animation software and feature film production companyhave decided to raise the size of the offer.

This is to comply with the provisions of the Takeover Code which prescribes a minimum open offer size of 20 per cent of outstanding equity capital.

The new development is following the PTL decision to offer 20 lakh equity shares of Rs 10 each to PEPL on a preferential allotment basis at a price of Rs 142.20 per share. The original offer size would be less than 20 per cent of PTL's expanded equity following the preferential offer. Therefore, Zee and PEPL are now planning to increase the offer size to 25.05 lakh equity shares at the same price of Rs 148.50 per fully paid-up share. As result, the total consideration for acquiring 20 per cent of PTL's equity would now go up to Rs 37.17 crore from Rs 31.18 crore earlier.

Zee and PEPL had announced the open offer to the PTL shareholders on March 18 for acquiring 21 lakh shares at a total consideration of Rs 31.18 crore. The shareholders of PTL had approved a resolution to offer 20 lakh shares to PEPL at an extraordinary general meeting held on March 27.

The acquirers have informed the SEBI and stock exchanges that they have deposited an additional amount in the escrow account with Standard Chartered Bank and also provided additional bank guarantees.

They also submitted to the regulators that a supplementary public announcement to this effect was being made.

Earlier, Zee had entered into a memorandum of understanding with PEPL, wherein it would provide funds to PEPL for acquiring the PTL shares on preferential allotment basis.

As a result of this, Zee would end up acquiring a shareholding of 64.3 per cent in PEPL, which would act as the holding company of PTL.

The three entities - Zee, PEPL and PTL - had entered into a comprehensive shareholders' agreement covering issues relating to exercise of management control over PTL and PEPL by Zee and the promoter shareholders.

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