Idea Cellular Ltd has informed BSE regarding a Press Release dated June 25, 2008 titled 'Idea Cellular and Telekom Malaysia International to acquire Spice Group stake in Spice Communications and merge Spice with Idea' Press Release : 'Idea Cellular Ltd ('Idea') today announced that it will be acquiring the Spice Group stake of 40.8% in Spice Communications Ltd ('Spice') at a price of Rs 77.30 per share. It will also make a payment of approximately Rs 5,440 mn to the Spice Group as non-compete fee. Idea and Telecom Malaysia International ('TMI') along with their affiliates and associates (as persons acting in concert), will make an Open Offer for an additional 20% stake in Spice. The Open Offer will be made at a price of Rs 77.30 per share. The Boards of Idea and Spice have also approved the merger of Spice into Idea through a Scheme of Arrangement under Section 391 to Section 394 of the Companies Act, subject to finalisation of the Scheme of Arrangement, the approvals of the respective shareholders, creditors and the respective High Courts of Gujarat and New Delhi, and TMI intends to support this merger. The swap ratio has been determined by M/s. SSPA & Co., and M/s Khimji Kunvarji & Co. at 49 shares of Idea for every 100 shares of Spice. Idea will make a preferential allotment to TMI of 464.73 mn equity shares at a price of Rs 156.96 per Idea share representing 14,99% of Idea's equity capital post allotment. The primary benefits of this transaction are: - Idea gains entry in the contiguous wireless markets of Punjab and Karnataka, which account for 11% of India's total wireless subscribers. - Spice, a pioneering operator, delivers a strong running start in Punjab and Karnataka * 4.4 million subscribers as at April 30, 2008, equivalent to a 15.1% market share in the two service areas * #2 wireless operator in Punjab with a 22.3% market share. - Idea to consolidate its position with its all-India subscriber market share increasing from 9.5% to 11.1%. Importantly, Idea would be No.1 in 3 service areas, in the top 3 in 5 more service areas, and with a rapidly improving share in all its other operating service areas. - Idea's operations in the 900 MHz GSM spectrum band will increase from the current 7 service areas to 9 service areas, driving scale economies and operational synergies resulting in lower operating and capital expenditure, TMI, an emerging leader in Asian telecommunications with over 44 mn subscribers and a presence in 10 countries, will grow its presence in the Indian telecom sector and become a substantial shareholder in Idea. The primary benefits of TMI investment into Idea are: - Idea is currently rolling out operations in Mumbai, Bihar, Orissa, and Tamilnadu (incl. Chennai) service areas, and will also roll out in the remaining service areas of Kolkata, West Bengal, Assam, North East and J&K, after receipt of spectrum. This investment will support Idea's aggressive growth plans. - Idea and TMI will develop areas for business co-operation to leverage TMI's strong presence in 10 principal Asian markets, including neighbouring countries like Srilanka & Bangladesh where TMI is a market-leader. TMI's experience of operating 3G in similar markets will be of value to Idea, as also the convergent interests of the 2 companies in areas extending from international traffic to roaming, to mobile value added services etc. Idea and TMI would sign a Business Cooperation Agreement to this effect. Mr. Kumar Mangalam Birla, Chairman, Idea Cellular Ltd said: 'This announcement marks a major step in the Aditya Birla Group's telecom business. Idea has performed strongly, but I believe its best lies ahead. Idea will benefit operationally by leveraging synergies with TMI which will be a significant shareholder in our Company. Further, I look forward to welcoming colleagues from Spice into the Idea family, and indeed the over 100,000 strong Aditya Birla Group. Together we aim to grow a top class organization in the service of our subscribers'. Mr. Sanjeev Aga, Managing Director, Idea Cellular Ltd said: 'The strategic import of this move travels beyond Punjab and Karnataka. By the end of the year the Idea yellow will increasingly colour the Indian landscape.' DSP Merrill Lynch acted as the financial advisor to Idea while Bharucha & Partners acted as legal advisors. Lazard was the financial advisor while Norton Rose and Crawford Baylcy acted as legal advisors, to TMI.' Idea Cellular Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 25, 2008, inter alia, has considered and approved the following: 1. Entering into a Share Purchase Agreement with Mcorpglobal Communications Pvt. Ltd. for acquisition of 281,489,350 equity shares of Rs 10/- each of Spice Communications Ltd. ('Spice') representing 40.8% of the total paid up equity capital of Spice at an acquisition price of Rs 77.30 per equity share. 2. Entering into a Non Compete Agreement with Mcorpglobal Communications Pvt. Ltd. in connection with obtaining of certain non compete covenants from Mcorpglobal Communications Pvt. Ltd, its affiliates and promoters and entities controlled by them for an aggregate consideration of approximate Rs 543.97 crore. 3. Making an Open Offer to public shareholders of Spice in accordance with SEBI (Substantial Acquisition of Shares and Takeovers), Regulation, 1997, with the Company being the 'Acquirer' and TM International, Berhad along with its two subsidiary Companies namely i) TMI India Ltd & ii) TMI Mauritius Ltd and Green Acres Agro Services Pvt Ltd (an Aditya Birla Group Company) as 'Persons Acting in Concert'. 4. Making a preferential allotment of 464,734,670 Equity Shares of Rs 10/- each of the Company at a price of Rs 156.96 per equity share to one or more wholly owned subsidiaries of Telekom Malaysia, subject to approval of its shareholders. 5. Merger of Spice with the Company based on a exchange ratio of 49 equity shares of the Company for every 100 equity shares of Spice subject to all necessary approvals, including from Department of Telecommunications (DoT). Idea Cellular Ltd had informed BSE regarding Outcome of the Board Meeting held on June 25, 2008. The Company has now informed BSE that the words 'Telekom Malaysia' appearing in sr. no. 4, line 2 & 3 of the aforesaid outcome of the board meeting, should be read as 'TM International Berhad'. Further the Company has submitted a copy of the revised press release dated June 25, 2008, titled 'Idea Cellular and TM International to acquire Spice Group stake in Spice Communications and merge Spice with Idea' With reference to news item appearing in leading web portal titled 'Spice Comm & Idea Cellular to merge with the swap ration of 49 idea shares for every 100 Spice Comm Shares held; stock buzzing', Idea Cellular Ltd has clarified to BSE as under : 1. Idea Cellular Ltd (Idea) together with its associate namely Green Acres Agro Services Pvt Ltd, currently holds 49.90% equity in Spice Communications Ltd (Spice). The other major shareholder in Spice is TMI India Ltd which holds around 49.0% equity. The balance around 1.1% is held by public. This shareholding is post the open offer formalities under the SEBI Takeover Code completed in the month of October, 2008, full disclosures regarding which were made from time to time under various legal requirements to the Exchange. 2. Through a communication dated June 25, 2008, Idea, inter alia, has communicated to the Exchange that it is proposed to merge Spice with Idea with a swap ratio of 49 shares of Idea for every 100 shares in Spice. (As Per BSE Announcement Dated on 30/01/2009) Idea Cellular Ltd has informed BSE that the Hon'ble High Court of Gujarat at Ahmedabad has issued directions for convening Shareholders and Creditors meetings on July 13, 2009 and July 14, 2009 respectively for approval / consideration of the captioned Schemes of Amalgamation / Arrangement. i. Scheme of Amalgamation of Spice Communications Ltd with the Company. ii. Scheme of Arrangement for De-merger of Overlapping Licenses in respect of Punjab and Karnataka service areas. (As Per BSE Announcement Website dated on 15.05.2009) Idea Cellular Limited has informed the Exchange that by Orders dated May 12, 2009 and July 31, 2009 passed in the Idea Cellular Limited (the 'Applicant Company'), the High Court of Gujarat at Ahmedabad ('High Court') has directed that a meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company be convened and held on September 04, 2009 for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Spice Communications Limited with Idea Cellular Limited (the 'Scheme'). (As per NSE Bulltin Dated on 11.08.2009) Idea Cellular Ltd has informed BSE that at the Equity Shareholders, Secured Creditors and Unsecured Creditors Meeting(s) convened and held pursuant to the directions of the Hon'ble High Court of Gujarat at Ahmedabad on September 04, 2009, the Equity Shareholders, Secured and Unsecured Creditors of the Company have duly approved the Scheme of Amalgamation of Spice Communications Ltd with Idea Cellular Ltd. The said Scheme of Amalgamation was approved by the Equity Shareholders of the Company with requisite majority and unanimously by the Secured Creditors and the Unsecured Creditors of the Company. (As Per BSE Announcement Website dated on 07.09.2009) Idea Cellular Ltd has informed BSE that the Hon'ble High Court of Gujarat at Ahmedabad has sanctioned the Scheme of Arrangement - Financial Restructuring seeking to adjust amount of non compete fee amounting to Rs. 5439.75 million paid to the erstwhile promoters of Spice Communications Ltd against balance in Securities Premium Account of Idea Cellular Limited u/s 391 of the Companies Act, 1956. (As Per BSE Announcement Website dated on 08.09.2009) Spice Communications Ltd has informed BSE that at the Equity Shareholders, Secured Creditors and Unsecured Creditors meeting(s) convened and held pursuant to the directions of the Hon'ble High Court of New Delhi on September 11, 2009; the Equity shareholders, Secured and Unsecured Creditors of the Company have duly approved the scheme of amalgamation of Spice Communications Ltd. with Idea Cellular Ltd. The said scheme of amalgamation was approved by the Equity Shareholders of the Company with requisite majority and unanimously by the Secured Creditors and Unsecured Creditors of the Company. (As Per BSE Announcement Dated on 24/09/2009) Idea Cellular Ltd has informed BSE that the Hon'ble High Court of Gujarat at Ahmedabad and Hon'ble High Court of Delhi have sanctioned the Scheme of Amalgamation of Spice Communications Ltd. with Idea Cellular Ltd. u/s 391 to 394 of the Companies Act, 1956. (As Per BSE Announcement Dated on 08/02/2010) Spice Communications Ltd has informed BSE that the Hon'ble High Court of Delhi at New Delhi and Hon'ble High Court of Gujarat at Ahmedabad have sanctioned the Scheme of Amalgamation of Spice Communications Ltd. with Idea Cellular Ltd. u/s 391 to 394 of the Companies Act, 1956. (As Per BSE Announcement Website dated on 10.02.2010) Idea Cellular Ltd has informed BSE that in connection with the Scheme of Amalgamation ('the Scheme') of Spice Communications Ltd. (hereinafter referred to as Spice) with Idea Cellular Ltd. (hereinafter referred to as Idea), sanctioned by the Hon'ble High Court of Delhi at New Delhi and the Hon'ble High Court of Gujarat at Ahmedabad, the Board of Directors of Idea have fixed March 12, 2010 as the 'Record Date' for the purpose of drawing up the list of shareholders of Spice to whom Equity Shares in Idea are to be issued and allotted pursuant to the said Scheme. The Court Orders have been filed in the respective offices of the Registrar of Companies and the Scheme became effective on March 01, 2010. Further, in accordance with the Scheme, the Equity Shareholders of Spice (Transferor Company) as on the Record Date would be issued and allotted Equity Shares in the ratio of 49 (Forty Nine) Equity Shares of Rs. 10/- each fully paid-up of Idea (Transferee Company) for every 100 (One Hundred) Equity Shares of Rs. 10/- each held in Spice. (As Per BSE Announcement Dated on 03/03/2010) SUB. :- Scheme of Amalgamation of Spice Communications Ltd. (Scrip Code 532863) Trading members of the Exchange are hereby informed that, Idea Cellular Ltd. has fixed the Record Date for the purpose to determine entitlement of shareholders of Spice Communications Ltd. pursuant to the Scheme of Amalgamation of Spice Communications Ltd. with Idea Cellular Ltd. Trading Members are advised not to deal in the equity shares of Spice Communications Ltd. with effect from the under mentioned date. COMPANY NAME CODE Spice Communications Ltd (532863) RECORD DATE 12/03/2010 PURPOSE The Scheme of Amalgamation: - Amalgamation of Spice Communications Ltd. with Idea Cellular Ltd. Idea Cellular Ltd. will issue and allot to the shareholders of Spice Communications Ltd. in the ratio of 49 (FORTY NINE) equity share of Rs.10/- each of Idea Cellular Ltd. for every 100 (ONE HUNDRED) Equity Shares of Rs.10/- each held in Spice Communications Ltd. NO DEALINGS FROM 11/03/2010 DR-233/2009-2010 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice dated on 05.03.2010) Idea Cellular Ltd has informed BSE that Committee of Directors of the Company at its meeting held on March 17, 2010, has issued and allotted 19,91,53,469 Equity Shares of Rs.10/- each fully paid up to the Equity Shareholders of Spice Communications Ltd (Spice), whose name appeared in its Register of Members on March 12, 2010, being the Record Date fixed for the purpose, in the ratio of 49 (forty nine)Equity Shares of Idea Cellular Limited for every 100(one hundred) Equity Shares of Spice, pursuant to the Scheme of Amalgamation of Spice Communications Ltd with Idea Cellular Ltd. Consequent, to the aforesaid allotment, the paid up Equity Share Capital of the Company stands increased to Rs. 3299,62,10,780/- comprising of 329,96,21,078 equity shares of Rs. 10/- each. (As Per BSE Announcement Website dated on 18.03.2010) Idea Cellular Ltd has informed BSE that with reference to the Scheme of Amalgamation of Spice Communications Limited with Idea Cellular Limited, approved by the Hon'ble High Court of Gujarat at Ahmedabad and Hon'ble High Court of Delhi at New Delhi vide their respective order(s) dated November 26, 2009 and February 05, 2010. The said Scheme of Amalgamation has been implemented fully by the Company, and pursuant to filing of the High Court Orders with the respective Registrar of Companies, erstwhile Spice Communications Limited has ceased to exist with effect from March 01, 2010. In a recent development, the Department of Telecommunications, Ministry of Communications & IT, has obtained an ex-parte stay from the Hon'ble High Court of Delhi at New Delhi against its order dated February 05, 2010, sanctioning the Scheme of Amalgamation of Spice Communications Limited with the Company. The Company is in the process of filing necessary application before the Hon'ble High Court of Delhi at New Delhi seeking vacation of the said ex-parte stay. (As Per BSE Announcement Website dated on 04.04.2011) With reference to the earlier annoucement dated April 04, 2011 regarding ex-parte stay obtained by DoT from the Hon'ble High Court of Delhi on March 30, 2011, concerning merger of erstwhile Spice Communications Ltd with Idea Cellular Ltd, Idea Cellular Ltd has now informed BSE that the Hon'ble High Court of Delhi pronounced its judgment yesterday, i.e. on July 04, 2011. The Company has submitted to BSE a copy of Media Release by the Company on the captioned subject. Press Release : 'The Hon'ble High Court of Delhi today pronounced its judgment on the Merger of Spice Communications with Idea Cellular. The merger sanctioned on February 05, 2010, now stands reaffirmed. Certain clauses relating to an earlier contemplated demerger have been deleted, and overlapping Spice licenses to revert to the DoT. While imposing costs on the Company of Rs 1 cr for suppression, the option to challenge the order is allowed. The company had approached the DOT regarding merger of overlapping licenses, or their surrender, both processes incidentally yielding the same outcome i.e. the spectrum returns to the government and no benefit to Idea. This was because the overlapping licenses were non-operational and had no attached subscribers. Idea followed process as advised by the DoT. Idea stands upright, has not suppressed anything at all, let alone willfully, and will appeal for what it believes is right.' (As Per BSE Annoncement Website Dated on 05/07/2011) With reference to the earlier announcement dated July 05, 2011, Idea Cellular Ltd has now informed BSE that upon an appeal filed by the Company against the captioned judgment, the Appellate Bench of Delhi High Court through interim orders has directed DoT as follows: a. Continue to accept the License Fee from the Company in respect licenses for Punjab & Karnataka service areas granted to Communications Limited (Spice), without prejudice; and of the operational erstwhile Spice b. Maintain status quo in relation to the said two operating licenses for Punjab & Karnataka Service areas and not to take any coercive action in relation to the other four non-operating licenses granted to Spice till the next hearing. The matter remains sub-judice. (As Per BSE Announcement Dated on 27.07.2011) Idea Cellular Ltd has informed BSE that : 'Idea Cellular Limited (Idea), has received a communication from Department of Telecommunication, Ministry of Communications & IT, on imposition of financial penalty of sum of Rs. 600 crores (Rupees Six Hundred Crores) for alleged violation of terms and conditions of CMTS /UAS licenses while acquiring erstwhile Spice Communications Limited. This is to remind, the erstwhile Spice Communications Limited (Spice) was amalgamated with Idea effective March 01, 2010, after approval of Company Merger by Gujarat High Court on 26.11.2009. and Delhi High Court on 05.02.2010. Subsequently, in the matter of transfer of Telecom CMTS / UASL licenses held by Spice to Idea, the Division Bench of Honourable Delhi High Court vide its order passed on July 13, 2012 had directed DoT to give its final decision on transfer of operational Spice licenses of Punjab & Karnataka in the name of Idea. Now, vide the latest communication received from the Department of Telecommunications received on the weekend, letter dated November 29, 2013, the DoT has written that the Department is prepared to take the merger of companies i.e. M/s. Spice Communications Limited with Idea Cellular Limited on record and change the name of two Spice UAS licenses of Punjab & Karnataka Service Areas subject to Idea paying financial penalty of Rs. 600 crores besides other list of compliances within next 15 days. Idea is preparing to take necessary steps to challenge the DoT letter at appropriate forum.' Idea Cellular Ltd has informed BSE that : 'Idea Cellular Limited (Idea), has received a communication from Department of Telecommunication, Ministry of Communications & IT, on imposition of financial penalty of sum of Rs. 600 crores (Rupees Six Hundred Crores) for alleged violation of terms and conditions of CMTS /UAS licenses while acquiring erstwhile Spice Communications Limited. This is to remind, the erstwhile Spice Communications Limited (Spice) was amalgamated with Idea effective March 01, 2010, after approval of Company Merger by Gujarat High Court on 26.11.2009. and Delhi High Court on 05.02.2010. Subsequently, in the matter of transfer of Telecom CMTS / UASL licenses held by Spice to Idea, the Division Bench of Honourable Delhi High Court vide its order passed on July 13, 2012 had directed DoT to give its final decision on transfer of operational Spice licenses of Punjab & Karnataka in the name of Idea. Now, vide the latest communication received from the Department of Telecommunications received on the weekend, letter dated November 29, 2013, the DoT has written that the Department is prepared to take the merger of companies i.e. M/s. Spice Communications Limited with Idea Cellular Limited on record and change the name of two Spice UAS licenses of Punjab & Karnataka Service Areas subject to Idea paying financial penalty of Rs. 600 crores besides other list of compliances within next 15 days. Idea is preparing to take necessary steps to challenge the DoT letter at appropriate forum.' (As per BSE Announcement Dated on 03.12.2013)