Sun TV Ltd has announced that the Board of Directors of the Company has in principle approved the scheme of arrangement viz., Amalgamation of Gemini TV Pvt Ltd with the Company, and Merger of All Divisions of Udaya TV Pvt Ltd, except the FM Radio Division of Udaya TV Pvt Ltd with the Company. The Board of Directors has appointed M/s Enam Financial Consultants Pvt Ltd and M/s DSP Merrill Lynch Ltd as advisors. Gemini TV Pvt Ltd, owns five television channels, Gemini TV, Teja TV, Gemini News, Gemini Music and Gemini Cable Vision, and is operating with a revenue of Rs 17,469 lakhs for the year ended March 31, 2006. Gemini TV is the No. 1 Telugu Channel in the Country for the past several years (Source: TAM). Udaya TV Pvt Ltd, owns four television channels, Udaya TV, Udaya Movies, Udaya Varthegalu and Udaya TV II, and is operating with a revenue of Rs 9,431 lakhs for the year ended March 31, 2006 Udaya TV is the No. 1 Kannada channel in the Country for the past several years (Source: TAM). Mr Kalanithi Maran, Chairman & Managing Director of the Company says that "With this proposed merger Sun TV shareholders should benefit immensely from the highly profitable operations and strong growth plans of both Gemini TV Pvt Ltd and Udaya TV Pvt Ltd. Sun TV Ltd will have an integrated growth strategy for all south Indian language channels, and thus build a dominant presence in entire south India." The Company currently operates four television channels - Sun TV, KTV, Sun News and Sun Music - in Tamil language and two television channels - Surya TV and Kiran TV - in Malayalam language, and three FM Radio Stations, and another three FM Radio Stations through its subsidiaries. The two subsidiaries of the Company, viz., Kal Radio Ltd and South Asia FM Ltd, jointly holds 41 FM Radio Licences for FM Radio Stations across India. With this proposed merger the Company, will become one of the largest television broadcasters in India. Sun TV Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on November 27, 2006, inter alia, to consider the proposed merger of a Satellite Television Broadcasting Company with the Company. BOD has considered the proposal and approved in principle the Amalgamation of Gemini TV Pvt Ltd and transfer and vesting of all the undertakings / divisions except FM Radio division of Udaya TV Pvt Ltd with the Company. The Board of Directors of Gemini TV Pvt Ltd and Udaya TV Pvt Ltd have also given their in principle consent to the proposed amalgamation and arrangement and intimated the same to the company. The Board of Directors have appointed M/s Enam Financial Consultants Pvt Ltd and M/s DSP Merrill Lynch Ltd as advisors and authorized the management of the Company to carry out the necessary formalities including the appointment of independent Chartered Accountant as valuer and other intermediaries. Further, the next meeting of the Board of Directors of the Company will consider and approve the above scheme of arrangement including valuation report. (As Per Board Decision BSE Bulletin Dated on 27/11/2006) The earlier announcement on November 27, 2006, the company has informed that the Board of Directors of the Company has, subject to all requisite approvals and sanctions of the members and statutory and regulatory authorities as may be required approved the composite Scheme of Amalgamation and transfer and vesting of all the undertakings / divisions of Udaya TV Pvt Ltd except the FM Radio division with the Company. The Board also took on record the suggestions madeby M/s. Enam Financial Consultants Pvt Ltd and M/s. DSP Merrill Lynch Ltd and approved the valuation report submitted by the independent Chartered Accountant Mr. N Subramanian and the share exchange ratio as recommended and accepted by the Board is as follows: 1. The share exchange ratio for the Amalgamation of Gemini TV Pvt Ltd is 1.78 equity shares of Rs 10 each of the Company for every equity share of Rs 10 each of Gemini TV Pvt Ltd held by its shareholders. Any fractional shares arising out of the share exchange would be rounded off to the nearest integer. 2. The share exchange ratio for the transfer and vesting of all the undertakings / divisions of Udaya TV Pvt Ltd except the FM Radio division is 19.72 equity shares of Rs 10 each of the Company for every equity share of Rs 10 each of Udaya TV Pvt Ltd held by its shareholders. Any fractional shares arising out of the share exchange would be rounded off to the nearest integer (As Per Board Decision BSE Bulletin Dated on 01/12/2006) Sun TV Ltd has informed BSE that the equity shareholders of the Company at its court convened meeting held on January 24, 2007, have unanimously approved the composite scheme of Amalgamation and Arrangement between Gemini TV Pvt Ltd (Transferor Company) and Udaya TV Pvt Ltd (Demerged Company) and the Company (Transferee Company). (As Per BSE Announcement Website Dated on 24/01/207) Sun TV Ltd has informed BSE that the Hon'ble High Court of Judicature at Madras has approved the Scheme of Amalgamation of Gemini TV Pvt Ltd and transfer and vesting of all the undertakings / divisions except FM radio division of Udaya TV Pvt Ltd with the Company. (As Per BSE Announcement Website Dated on 28/03/2007) Sun TV Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 09, 2007, has allotted 2,96,32,000 equity shares to the respective shareholders of Gemini TV Pvt Ltd (GTPL) and Udaya TV Pvt Ltd (UTPL) in the ratio of 1.78 equity shares of the Company for every one share held in GTPL and 19.72 equity shares of the Company for every one share held in UTPL respectively as per the Composite Scheme of Amalgamation and Arrangement as approved by the Hon'ble High Court of Judicature at Madras. The above equity shares shall rank pari passu in all respects with that of existing shares. (As Per BSE Announcement Website Dated on 09/04/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of Sun TV Networks Ltd. (Scrip Code: 532733, ISIN No: INE424H01019) are permitted for trading on the Exchange with effect from Wednesday, May 30, 2007. Securities : 2,96,32,000* Equity Shares of Rs.10/- each issued to shareholders of erstwhile Gemini TV Private Ltd.(Gemini - Transferor Co.) and Udaya TV Private Ltd.(Udaya û Demerged Co.), pursuant to the Scheme of Amalgamation and Arrangement of the Company. Dist. Nos. 68889156 to 98521155 * These shares are ranking pari-passu with the old equity shares of the company. 2. Trading members may please note that 74,08,002 equity shares issued pursuant to the scheme of amalgamation and arrangement are under lock-in till May 29, 2010 and 2,22,23,998 shares are under lock-in till May 29, 2008 and therefore these shares would not be good delivery in the market till then. The company has confirmed that these shares are issued in demat form for which necessary corporate action has been executed to have lock-in period marked in the depository's record. 3. The brief particulars of the Scheme of Amalgamation and Arrangement are as mentioned below: a) The Scheme of Amalgamation and Arrangement of the company was approved by the Hon'ble High Court of Madras vide its order dated March 27, 2007. b) Appointed Date : April 01, 2006. c) Effective Date : March 30, 2007. d) Date of Allotment : April 09, 2007. e) Exchange Ratio: For every 1 fully paid up equity share of Rs.10/- each held in erstwhile Gemini, 1.78 fully paid up equity shares of Rs.10/- each of the company have been issued. For every 1 fully paid up equity share of Rs.10/- each held in Udaya, 19.72 fully paid equity shares of Rs. 10/- each of the company have been issued as a consideration of transfer of all undertakings/ divisions except FM Radio division of Udaya. 4. The company's financial year ends on 31st March. (As per BSE Notice dated on 29/05/2007)