SC 13D/A1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgGAvlFFk/h0UxaLEtd5bXPplDGWcMQulE1a2+U2Cdcou7iIPX5GOhrQMSQsEFP7 0pdlW4fsDEsACIpQQaZYOg== 0000950103-03-002400.txt : 20031222 0000950103-03-002400.hdr.sgml : 20031222 20031222155142 ACCESSION NUMBER: 0000950103-03-002400 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031222 GROUP MEMBERS: RELIANCE COMMUNICATIONS INFRASTRUCTURE LIMITED GROUP MEMBERS: RELIANCE COMMUNICATIONS UTTAR PRADESH PRIVATE LIMITED GROUP MEMBERS: RELIANCE INDUSTRIES LIMITED GROUP MEMBERS: RELIANCE INFOCOMM LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELIANCE GATEWAY NET LTD CENTRAL INDEX KEY: 0001270047 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: DHIRUBHAI AMBANI KNOWLEDGE CITY STREET 2: BLOCK E SB-14 1ST FL THANE BELAPUR RD CITY: NAVI MUMBAI 400 709 INDIA STATE: K7 ZIP: 0000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLAG TELECOM GROUP LTD CENTRAL INDEX KEY: 0001102752 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58719 FILM NUMBER: 031067706 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE STREET 2: 41 CEDAR AVENUE CITY: HAMILTON HM12 BERMUD ZIP: 00000 MAIL ADDRESS: STREET 1: CEDAR HOUSE STREET 2: 41 CEDAR AVENUE CITY: HAMILTON HM12 BERMUD STATE: D0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: FLAG TELECOM HOLDINGS LTD DATE OF NAME CHANGE: 20000106 SC 13D/A 1 dec1803_13da2.htm SC 13D/A1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)

FLAG Telecom Group Limited

(Name of Issuer)

Common Shares, par value $1.00 per share

(Title of Class of Securities)

G3529X106

(CUSIP Number)

Nancy L. Sanborn
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 18, 2003

(Date of Event which Requires Filing of this Statement)

	If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

	Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

	*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

	The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. G3529X106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Reliance Industries Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF; see Item 3
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 424,168 shares; see Item 5
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 424,168 shares; see Item 5
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.2%; see Item 5
14	TYPE OF REPORTING PERSON (See Instructions) HC

Page 2 of 12 Pages

CUSIP No. G3529X106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Reliance Communications Infrastructure Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF; see Item 3
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 749,363 shares; see Item 5
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 749,363 shares; see Item 5
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.5%; see Item 5
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 3 of 12 Pages

CUSIP No. G3529X106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Reliance Communications Uttar Pradesh Private Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF; see Item 3
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 608,984 shares; see Item 5
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 608,984 shares; see Item 5
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4%; see Item 5
14	TYPE OF REPORTING PERSON (See Instructions) OO

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CUSIP No. G3529X106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Reliance Infocomm Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO; see Item 3
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,009,923 shares; see Item 5
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,009,923 shares; see Item 5
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.5%; see Item 5
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 5 of 12 Pages

CUSIP No. G3529X106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Reliance Gateway Net Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF; see Item 3
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,009,923 shares; see Item 5
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,009,923 shares; see Item 5
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.5%; see Item 5
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 6 of 12 Pages

CUSIP No. G3529X106

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the SEC on December 12, 2003, and amended by Amendment No. 1 filed with the SEC on December 15, 2003 (as so amended, the “Statement”). Only those items that are hereby reported are amended. All other items remain unchanged.

All capitalized terms used in this Amendment No. 2 without definition have the meanings attributed to them in the Statement.

The items of the Statement set forth below are hereby amended and supplemented as follows:

Item 3. Source and Amount of Funds or Other Consideration.

The last paragraph of Item 3 is amended by changing “$171,472” to “$224,628.32”. Item 3 is further amended by adding the following language to the end of such Item as follows:

“Gateway and Jackson National Life Insurance Company (the “Jackson Shareholder”) have entered into the Jackson National Life Insurance Company Voting Agreement dated as of December 18, 2003 (the “Jackson Agreement”), with respect to 95,499 shares of FLAG Common Stock owned by the Jackson Shareholder (the “Jackson Shares”). No Jackson Shares were purchased by Gateway pursuant to the Jackson Agreement and thus no funds were used for such purpose. However, Gateway has agreed to pay an aggregate $125,103.69 to the Jackson Shareholder as consideration for the Jackson Agreement, upon consummation of the transactions contemplated by the Amalgamation Agreement (as defined in Item 4 below). Infocomm will provide such funds, from its internal sources, to Gateway as a loan. For a description of the Jackson Agreement, see “Item 4. Purpose of Transaction” below, which description is incorporated into this Item 3 by reference. A copy of the Jackson Agreement is filed as Exhibit G hereto and is incorporated into this Item 3 by reference.”

Item 4. Purpose of Transaction.

Item 4 is amended by changing “$171,472” to “$224,628.32” in the first place where “$171,472” appears. Item 4 is further amended by adding the following language to the end of such Item as follows:

“The purpose of the Jackson Agreement is to facilitate the consummation of the transactions contemplated by the Amalgamation Agreement.

Pursuant to Instructions For Cover Page (2) to this Schedule 13D, the following is a description of the relationship between Gateway and the Jackson Shareholder under the Jackson Agreement but is not an affirmation by any of the Reporting Persons of the existence of a group for purposes of Section 13(d)(3) or Section 13(g)(3) of the 1934 Act and Rule 13d-5(b)(1) thereunder.

Pursuant to the Jackson Agreement, the Jackson Shareholder agreed, among other things, to vote the Jackson Shares: (a) in favor of the approval and adoption of the Amalgamation

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CUSIP No. G3529X106

Agreement and each of the transactions contemplated thereby and (b) against (i) any proposal made in opposition to or in competition with the Amalgamation and the transactions contemplated by the Amalgamation Agreement, (ii) any amalgamation, scheme of arrangements, merger, reorganization, consolidation, share exchange, business combination, sale of assets, recapitalization, liquidation, winding up, extraordinary dividend or distribution, significant share repurchase or other similar transaction with or involving FLAG, other than the Amalgamation Agreement and the transactions contemplated thereby and (iii) any other action the consummation of which would reasonably be expected to impede, frustrate, interfere with, impair, delay or prevent consummation of the transactions contemplated by the Amalgamation Agreement.

Also, pursuant to the Jackson Agreement, the Jackson Shareholder (i) revoked any and all previous proxies granted with respect to the Jackson Shares, and (ii) granted a proxy appointing Gateway, as the Jackson Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in the Jackson Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as Gateway or its proxy or substitute shall, in Gateway’s sole discretion, deem proper with respect to the Jackson Shares in accordance with the Jackson Shareholder’s agreement to vote as described above. The proxy granted by the Jackson Shareholder is irrevocable and is granted in consideration of Gateway’s agreement to pay the Jackson Shareholder an aggregate $125,103.69, upon consummation of the transactions contemplated by the Amalgamation Agreement; provided, however, that such proxy shall be revoked upon termination of the Jackson Agreement.

In addition, the Jackson Shareholder agreed in the Jackson Agreement that during its term it will not, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Jackson Shares, (ii) sell, assign, transfer, encumber, deliver pursuant to any tender or exchange offer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Jackson Shares or (iii) seek or solicit any such sale, assignment, transfer, encumbrance, delivery or other disposition or any such contract, option or other arrangement or assignment or understanding and agreed to notify Gateway promptly and to provide all details requested by Gateway if the Jackson Shareholder is approached or solicited, directly or indirectly, by any person with respect to any of the foregoing.

The Jackson Shareholder also agreed that during the term of the Jackson Agreement it will not (i) exercise any rights (including, without limitation, under the Bermuda Companies Act of 1981, as amended) to demand appraisal of any Jackson Shares which may arise with respect to the Amalgamation, (ii) solicit, initiate or encourage (or authorize any person to solicit, initiate or encourage) any inquiry, proposal or offer from any person to acquire any of the business, property or capital stock of FLAG or any direct or indirect subsidiary of FLAG, or any acquisition of any FLAG Common Stock or other equity interest in, or any assets of, FLAG or any direct or indirect subsidiary of FLAG, whether by merger, amalgamation, purchase of assets, tender offer or other transaction or (iii) participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way

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CUSIP No. G3529X106

with, or participate in, facilitate or encourage any effort or attempt by any other person to do or seek any of the foregoing.

The Jackson Agreement may be terminated by any party thereto at the earlier of (i) the consummation of the Amalgamation and (ii) March 10, 2004.

The foregoing description of the transactions contemplated by the Jackson Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit G hereto, and such exhibit is specifically incorporated by reference in response to this Item 4.

Except as set forth in this Statement, the HMC Agreement, the Triage Agreement, the Jackson Agreement and the Amalgamation Agreement, none of the Reporting Persons nor, to the best of each of the Reporting Person’s knowledge, the individuals named in Schedule I hereto, have any plans or proposals which relate to or which would result in or relate to any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.”

Item 5. Interest in Securities of the Issuer.

Section (a) of Item 5 is amended by amending and restating such Section as follows:

“(a): As a result of the HMC Agreement, the Triage Agreement and the Jackson Agreement, (i) Gateway may be deemed to beneficially own 1,009,923 shares of FLAG Common Stock, which constitutes approximately 50.5% of the outstanding shares of FLAG Common Stock, (ii) Infocomm, through its direct interest in Gateway, may be deemed to beneficially own 1,009,923 shares of FLAG Common Stock, which constitutes approximately 50.5% of the outstanding shares of FLAG Common Stock, (iii) Uttar Pradesh, through its indirect interest in Gateway, may be deemed to beneficially own 608,984 shares of FLAG Common Stock, which constitutes approximately 30.4% of the outstanding shares of FLAG Common Stock, (iv) Communications, through its indirect interest in Gateway, may be deemed to beneficially own 749,363 shares of FLAG Common Stock, which constitutes approximately 37.5% of the outstanding shares of FLAG Common Stock and (v) RIL, through its indirect interest in Gateway, may be deemed to beneficially own 424,168 shares of FLAG Common Stock, which constitutes approximately 21.2% of the outstanding shares of FLAG Common Stock. Each Reporting Person, however, hereby disclaims beneficial ownership of such shares of FLAG Common Stock. The percentage of FLAG Common Stock outstanding calculation is based on 2,000,000 shares of FLAG Common Stock outstanding as of October 16, 2003, according to representations made by FLAG in the Amalgamation Agreement.

Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best of each Reporting Person’s knowledge, none of the persons listed on Schedule I attached hereto beneficially owns any shares of FLAG Common Stock.”

Section (b) of Item 5 is amended by adding the following language to the end of such Section as follows:

Page 9 of 12 Pages

CUSIP No. G3529X106

“Pursuant to the Jackson Agreement (i) Gateway may be deemed to share the power to vote 95,499 shares of FLAG Common Stock with the Jackson Shareholder, (ii) Infocomm, through its direct interest in Gateway, may be deemed to share the power to vote 95,499 shares of FLAG Common Stock with the Jackson Shareholder, (iii) Uttar Pradesh, through its indirect interest in Gateway, may be deemed to share the power to vote 57,586 shares of FLAG Common Stock with the Jackson Shareholder, (iv) Communications, through its indirect interest in Gateway, may be deemed to share the power to vote 70,860 shares of FLAG Common Stock with the Jackson Shareholder and (v) RIL, through its indirect interest in Gateway, may be deemed to share the power to vote 40,110 shares of FLAG Common Stock with the Jackson Shareholder.

However, none of the Reporting Persons is entitled to any rights as a shareholder of FLAG as to the shares of FLAG Common Stock that are subject to the Jackson Agreement and each Reporting Person disclaims any beneficial ownership of the shares of FLAG Common Stock that are covered by such agreement”.

Section (c) of Item 5 is amended by amending and restating such Section as follows:

“(c): Except with respect to the transactions contemplated by the HMC Agreement, the Triage Agreement, the Jackson Agreement and the Amalgamation Agreement which are described in response to Item 4 above and incorporated herein by reference, none of the Reporting Persons nor, to the best of each Reporting Person’s knowledge, the individuals named in Schedule I hereto, has effected any transaction in FLAG Common Stock during the past 60 days.

The descriptions of the transactions contemplated by the HMC Agreement, the Triage Agreement, the Jackson Agreement and the Amalgamation Agreement in Item 4 are qualified in their entirety by reference to the respective agreements and documents, copies of which are filed as Exhibits A, F, G and B hereto, and such exhibits are specifically incorporated into this Item 5 by reference.”

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended by adding the following language to the end of such Item as follows:

“See “Item 4. Purpose of Transaction” for a description of the Jackson Agreement, which is qualified in its entirety by reference to such agreement. A copy of the Jackson Agreement, filed as Exhibit G hereto, is specifically incorporated by reference in response to this Item 6.

Also, the Shareholder has agreed, pursuant to the Non-Action Letter Agreement dated as of December 17, 2003 among FLAG, Gateway, Gateway Bermuda, RIL and the Shareholder (the “Non-Action Letter”), that the “Voting Effective Time” under the HMC Agreement will be January 12, 2004. Accordingly, the Shareholder Shares may be voted in favor of the approval and adoption of the Amalgamation on or after January 12, 2004, whether or not Deregistration occurs. Moreover, pursuant to the Non-Action Letter, FLAG has agreed to waive its rights to

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CUSIP No. G3529X106

recover, and agreed not to take or facilitate any action to seek to recover, profits under Section 16(b) of the 1934 Act from the Shareholder or any of its Affiliates arising out of the consummation of the Amalgamation and the payment of the Amalgamation Consideration to the Shareholder or any of its affiliates.

In addition, each of Gateway, Gateway Bermuda and RIL agreed, and agreed to cause the Amalgamated Company, to waive the Amalgamated Company’s rights to recover, and agreed not to take or facilitate any action to seek to recover, profits under Section 16(b) of the 1934 Act from the Shareholder or any of its Affiliates arising out of the consummation of the Amalgamation and the payment of the Amalgamation Consideration to the Shareholder or any of its affiliates.

The foregoing description of the Non-Action Letter is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit H hereto, and such exhibit is specifically incorporated by reference in response to this Item 6.”

Item 7. Material to Be Filed as Exhibits.

Item 7 is amended by adding the following language to the end of such Item as follows:

“Exhibit G

Jackson Agreement dated as of December 18, 2003 among Gateway and the Jackson Shareholder

Exhibit H

Non-Action Letter dated as of December 17, 2003 among FLAG, Gateway, Gateway Bermuda, RIL and the Shareholder”

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CUSIP No. G3529X106

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

December 22, 2003

Date

/s/ P.M.S. Prasad

P.M.S. Prasad, Authorized Signatory,
Reliance Industries Limited

December 22, 2003

Date

/s/ P.M.S. Prasad

P.M.S. Prasad, Authorized Signatory,
Reliance Communications Infrastructure Limited

December 22, 2003

Date

/s/ P.M.S. Prasad

P.M.S. Prasad, Authorized Signatory,
Reliance Communications Uttar Pradesh Private Limited

December 22, 2003

Date

/s/ P.M.S. Prasad

P.M.S. Prasad, Authorized Signatory,
Reliance Infocomm Limited

December 22, 2003

Date

/s/ P.M.S. Prasad

P.M.S. Prasad, Authorized Signatory,
Reliance Gateway Net Limited

Page 12 of 12 Pages

EX-99.G 3 dec1803_ex99-g.htm

Exhibit G

JACKSON NATIONAL LIFE INSURANCE COMPANY VOTING AGREEMENT

AGREEMENT dated as of December 18, 2003 (this “Agreement”) between Reliance Gateway Net Limited, a company incorporated under the laws of India (“Reliance Gateway”), and the holder (the “Shareholder”) of the shares of capital stock (the “Shares”) of FLAG Telecom Group Limited, a company incorporated under the laws of Bermuda (the “Company”), listed on the signature pages hereof.

WHEREAS, the Company and Reliance Gateway have entered into the Agreement and Plan of Amalgamation dated as of October 16, 2003 (as amended on October 28, 2003 and December 4, 2003 and as the same may hereafter be amended, the “Amalgamation Agreement”; all capitalized terms that are not otherwise defined herein shall have the meaning currently attributed to them under the Amalgamation Agreement);

WHEREAS, the Company intends to hold a special general meeting of the shareholders of the Company, including any postponement or adjournment thereof, to consider and vote upon the Amalgamation Agreement; and

WHEREAS, the parties hereto have agreed to enter into this Agreement to evidence certain agreements relating to the Shares held by the Shareholder.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
AGREEMENT TO VOTE; GRANT OF PROXY

Section 1.01. Agreement To Vote. The Shareholder irrevocably agrees to vote, express consent (or dissent, as the case may be) or otherwise utilize the voting power in respect of all of the Shares that it is entitled to vote at the time of any vote at any annual or special general meeting of the shareholders of the Company during the term of this Agreement and at any postponement or adjournment thereof, (a) in favor of the approval and adoption of the Amalgamation Agreement and each of the transactions contemplated thereby and (b) against (i) any proposal made in opposition to or in competition with the Amalgamation and the transactions contemplated by the Amalgamation Agreement, (ii) any amalgamation, scheme of arrangements, merger, reorganization, consolidation, share exchange, business combination, sale of assets, recapitalization, liquidation, winding up, extraordinary dividend or distribution, significant share repurchase or other similar transaction with or involving the Company, other than the Amalgamation Agreement and the transactions contemplated thereby and (iii) any other action the consummation of which would reasonably be expected to impede, frustrate, interfere with, impair, delay or prevent consummation of the transactions contemplated by the Amalgamation Agreement.

Section 1.02. Grant of Proxy. The Shareholder hereby revokes any and all previous proxies granted with respect to its Shares. By entering into this Agreement, the Shareholder hereby grants a proxy appointing Reliance Gateway, as it’s attorney-in-fact and proxy, with full power of substitution, for and in the Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as Reliance Gateway or its proxy or substitute shall, in Reliance Gateway’s sole discretion, deem proper with respect to the Shares owned by the Shareholder in accordance with the provisions of Section 1.01. The proxy granted by the Shareholder pursuant to this Section 1.02 is irrevocable and is granted in consideration of Reliance Gateway’s agreements contained in Article 2 of this Agreement; provided, however, that such proxy shall be revoked upon termination of this Agreement in accordance with Section 7.04 hereof.

ARTICLE 2
CONSIDERATION

In consideration of (i) the agreement of the Shareholder to vote in favor of the Amalgamation and the approval and adoption of the Amalgamation Agreement and (ii) the other agreements of the Shareholder contained herein, Reliance Gateway hereby agrees to pay the Shareholder the amount set forth opposite the Shareholder’s name on the signature pages hereto, in cash, on the date when the Effective Time occurs. Such amount shall be paid by wire transfer to a bank account designated by the Shareholder (or if no such account is designated, then by certified or official bank check payable in immediately available funds to the order of the Shareholder in such amount). If the Effective Time does not occur, no payment to the Shareholder shall be required hereunder. This Agreement does not affect the Shareholder’s right to receive the full amount of the Amalgamation Consideration payable to the shareholders of the Company pursuant to the Amalgamation Agreement.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

The Shareholder represents and warrants to Reliance Gateway that:

Section 3.01. Corporate Authorization. The Shareholder has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Shareholder of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby have been duly authorized and no other corporate action on the part of the Shareholder is necessary to authorize the execution, delivery or performance by the Shareholder of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby.

Section 3.02. Valid Title. As of November 1, 2003, as of the date hereof and at all times hereafter during the term of this Agreement, the Shareholder was and is the sole, true, lawful and beneficial owner of the Shares set forth opposite the Shareholder’s name on the signature pages hereto, and will be the sole, true, lawful and beneficial owner of all Shares acquired by the Shareholder after the date hereof, in each case, with no restrictions on the Shareholder’s voting rights or rights of disposition pertaining thereto, except as set forth in this Agreement. As of November 1, 2003, as of the date hereof and at all times hereafter during the term of this Agreement, none of the Shares set forth opposite the Shareholder’s name on the signature pages hereto are, and no Shares acquired by the Shareholder after the date hereof will be, subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares, except as set forth in this Agreement.

Section 3.03. Non-Contravention. The execution, delivery and performance by the Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not contravene or constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Shareholder or to a loss of any benefit of the Shareholder under any provision of applicable law or regulation, the certificate of incorporation, bylaws or other governing documents of the Shareholder or any other agreement, judgment, injunction, order, decree, or other instrument binding on the Shareholder or result in the imposition of any lien on any asset of the Shareholder.

Section 3.04. Binding Effect. This Agreement is the valid and binding Agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally. The person signing this Agreement on behalf of the Shareholder has full power and authority to execute and deliver, and to cause the Shareholder to perform, this Agreement.

Section 3.05. Total Shares. The number of Shares set forth opposite the Shareholder’s name on the signature pages hereto are the only Shares beneficially owned by the Shareholder as of the date hereof and as of November 1, 2003, and (i) the Shareholder owns no options to purchase or sell or rights to subscribe for or otherwise acquire any securities of the Company and has no other interest in or voting rights with respect to any securities of the Company and (ii) to the Shareholder’s knowledge, none of its affiliates own, beneficially or of record, any Shares or has any of the interests or rights described in clause (i) above.

Section 3.06. Finder’s Fees. No investment banker, broker or finder is entitled to a commission or fee from Reliance Gateway or any of its affiliates in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Shareholder.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF RELIANCE GATEWAY

Reliance Gateway represents and warrants to the Shareholder that Reliance Gateway has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Reliance Gateway of this Agreement and the consummation by Reliance Gateway of the transactions contemplated hereby have been duly authorized and no other corporate action on the part of Reliance Gateway is necessary to authorize the execution, delivery or performance by Reliance Gateway of this Agreement and the consummation by Reliance Gateway of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Reliance Gateway and is a valid and binding Agreement of Reliance Gateway, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally.

ARTICLE 5
COVENANTS OF THE SHAREHOLDERS

The Shareholder hereby covenants and agrees that:

Section 5.01. No Proxies for, Encumbrances on or Transfers of Shares. Except pursuant to the terms of this Agreement, the Shareholder shall not, during the term of this Agreement, without the prior written consent of Reliance Gateway, directly or indirectly, (i) grant any proxies to or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, assign, transfer, encumber, deliver pursuant to any tender or exchange offer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares. The Shareholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, delivery or other disposition or any such contract, option or other arrangement or assignment or understanding and the Shareholder agrees to notify Reliance Gateway promptly and to provide all details requested by Reliance Gateway if the Shareholder is approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

Section 5.02. Appraisal Rights. The Shareholder agrees during the term of this Agreement not to exercise any rights (including, without limitation, under the Bermuda Companies Act of 1981, as amended) to demand appraisal of any Shares which may arise with respect to the Amalgamation.

Section 5.03. No Shop. The Shareholder shall not, during the term of this Agreement, directly or indirectly (i) solicit, initiate or encourage (or authorize any person to solicit, initiate or encourage) any inquiry, proposal or offer from any person to acquire any of the business, property or capital stock of the Company or any direct or indirect

subsidiary thereof, or any acquisition of any Shares or other equity interest in, or any assets of, the Company or any direct or indirect subsidiary thereof, whether by merger, amalgamation, purchase of assets, tender offer or other transaction or (ii) participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or participate in, facilitate or encourage any effort or attempt by any other person to do or seek any of the foregoing. The Shareholder agrees to promptly advise Reliance Gateway of the terms of any communications it may receive relating to any of the foregoing.

ARTICLE 6
COVENANTS OF RELIANCE GATEWAY AND THE SHAREHOLDERS

Section 6.01. Additional Agreements. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations and which may be required under any agreements, contracts, commitments, instruments, understandings, arrangements or restrictions of any kind to which such party is a party or by which such party is governed or bound, to consummate and make effective the transactions contemplated by this Agreement, to obtain all necessary waivers, consents and approvals and effect all necessary registrations and filings and to rectify any event or circumstances which could impede consummation of the transactions contemplated hereby.

ARTICLE 7
MISCELLANEOUS

Section 7.01. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 7.02. Specific Performance. The parties hereto agree that Reliance Gateway would be irreparably damaged if for any reason the Shareholder failed to perform any of its obligations under this Agreement, and that Reliance Gateway would not have an adequate remedy at law for money damages in such event. Accordingly, Reliance Gateway shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the Shareholder. This provision is without prejudice to any other rights that Reliance Gateway may have against the Shareholder for any failure to perform its obligations under this Agreement. The Shareholder shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by Reliance Gateway. This provision is without prejudice to any other rights that the Shareholders may have against Reliance Gateway for any failure to perform its obligations under this Agreement.

Section 7.03. Notices. All notices, requests, claims, demands and other communications provided for by this Agreement (unless otherwise specified herein) shall be in writing and delivered by mail, telegram, telex, facsimile or personal delivery and shall be deemed given if delivered in person, by telegram, telex, facsimile or personal delivery when received, and if mailed, when mailed postage prepaid, return receipt requested registered or certified, and addressed to the respective parties as set forth below or at such other address as any party hereto may specify to the other parties hereto in writing (such change of address to become effective only upon receipt of such notification in writing).

If to Reliance Gateway, to:

Reliance Gateway Net Limited
Dhirubhai Ambani Knowledge City
Block E, SB-14, 1st Floor
Thane-Belapur Road
Koparkhairane, Navi Mumbai
400 709, India
Telecopy: 011-91-22-3032-5895
Attention: PMS Prasad

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telecopy: 212-450-3800
Attention: Nancy L. Sanborn

If to the Shareholders, to:

PPM America, Inc.
225 W. Wacker Dr., Suite 1200
Chicago IL, 60606
Telecopy: 312-634-0728
Attention: James Schaeffer

with a copy to:

Lord, Bissell and Brook
115 South LaSalle St., 27th Floor
Chicago IL, 60603
Telecopy: 312-443-0336
Attention: Forrest Lammiman

Section 7.04. Amendments; Termination. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto. This Agreement may be terminated by any of the parties hereto at the earlier of (i) the Effective Time and (ii) March 10, 2004.

Section 7.05. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto; provided further that Reliance Gateway may assign its rights and obligations hereunder to any of its affiliates.

Section 7.06. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of New York without giving effect to the principles of conflicts of laws thereof.

Section 7.07. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver.

Section 7.08. Counterparts; Effectiveness; Benefit. This Agreement may be executed and delivered (including by facsimile transmission) by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns.

Section 7.09. No Third Party Beneficiaries. No party other than the parties hereto shall be an intended beneficiary of this Agreement or any portion hereof.

Section 7.10. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

JACKSON NATIONAL LIFE INSURANCE
COMPANY

Class of Stock	Shares Owned	Consideration	By: PPM AMERICA, INC., its attorney in fact

common	95,499	$125,103.69

By:

/s/ James Schaeffer

Name:
Title:

James Schaeffer
Vice President

RELIANCE GATEWAY NET LIMITED

By:

/s/ P.M.S. Prasad

Name:
Title:

P.M.S. Prasad
Authorized Signatory

EX-99.H 4 dec1803_ex99-h.htm

Exhibit H

Non-Action Letter Agreement

Reference is made to (i) the Agreement and Plan of Amalgamation (as amended, the “Amalgamation Agreement”) dated as of October 16, 2003 between FLAG Telecom Group Limited (the “Company”) and Reliance Gateway Net Limited (“Gateway”) (ii) the Letter Agreement (as amended, the “16(b) Agreement”) dated as of October 16, 2003 between the Company and Gateway and (iii) the HMC Agreement (the “HMC Agreement”) dated as of December 4, 2003 among the Company, Gateway and Harbert Distressed Investment Master Fund, Ltd. (“HMC”). Capitalized terms used herein and not defined shall have the meaning assigned to them in the Amalgamation Agreement.

Pursuant to the 16(b) Agreement, the Company has determined that it is necessary, proper and advisable for it to enter into this Non-Action Letter Agreement as contemplated thereby.

Accordingly, the Company hereby agrees to waive the Company’s rights to recover, and agrees not to take or facilitate any action to seek to recover, profits under Section 16(b) of the 1934 Act from HMC or any of its Affiliates arising out of the consummation of the Amalgamation and the payment of the Amalgamation Consideration to HMC or any of its Affiliates. HMC hereby represents, and the parties hereto acknowledge, that for puposes of this Non-Action Letter Agreement, the Affiliates of HMC include, without limitation, Harbert Distressed Investment Fund, L.P., Harbert Distressed Investment Offshore Fund, Ltd., HMC Distressed Investment Fund GP, L.L.C., HMC — New York, Inc., HMC Distressed Investment Offshore Manager, L.L.C., HMC Investors, L.L.C., Harbert Management Corporation and its direct and indirect subsidiaries, Philip A. Falcone, Raymond J. Harbert, Michael D. Luce, The Harbinger Group, Inc., and all of the officers, directors, managers, members, shareholders, partners, employees and managed accounts of any of the foregoing.

Pursuant to the 16(b) Agreement and in consideration of HMC’s agreements below, each of Gateway, Amalgamation Sub and Reliance Industries Limited (“Reliance” and, together with Gateway and Amalgamation Sub, the “Reliance Parties”) hereby agrees, and agrees to cause the Amalgamated Company, to waive the Amalgamated Company’s rights to recover, and agree not to take or facilitate any action to seek to recover, profits under Section 16(b) of the 1934 Act from HMC or any of its Affiliates arising out of the consummation of the Amalgamation and the payment of the Amalgamation Consideration to HMC or any of its Affiliates.

In consideration of the agreements above, HMC hereby agrees that, pursuant to Section 1.01 of the HMC Agreement, this Non-Action Letter Agreement constitutes written notice, effective as of January 12, 2004, from HMC to the Company and Gateway that HMC has determined to vote in favor of the approval and adoption of the Amalgamation Agreement. Accordingly, HMC hereby agrees that the “Voting Effective Time” (as defined in the HMC Agreement) will be January 12, 2004.

Gateway hereby represents that at the Effective Time, Gateway will be the sole shareholder of the Amalgamated Company and Gateway hereby agrees that, for a period of two

years from the Effective Time, to the extent that it shall not own all of the outstanding shares of the Amalgamated Company during such two year period, it shall, if requested by HMC, cause such other shareholders of the Amalgamated Company to execute this Non-Action Letter Agreement.

This Non-Action Letter Agreement shall be binding on the successors and shareholders of the Company and the Amalgamated Company and the successors and the shareholders of each Reliance Party. Gateway, as the sole post-Amalgamation shareholder of the Amalgamated Company, agrees, acknowledges and has no objection to the Company’s execution of this Non-Action Letter Agreement. Except as expressly set forth in this Non-Action Letter Agreement, neither HMC nor any of its Affiliates is afforded any rights to impose any obligations on the Company, any Reliance Party or any of their respective Subsidiaries.

The provisions of this Non-Action Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

This Non-Action Letter Agreement shall be governed by and construed in accordance with the laws of Bermuda, without regard to its conflicts of laws principles.

Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Non-Action Letter Agreement or the transactions contemplated hereby or by the 16(b) Agreement, the Amalgamation Agreement or otherwise relating to Section 16(b) of the 1934 Act shall be brought in the Supreme Court of Bermuda (unless such court shall not accept jurisdiction in which case the action may be brought in any other courts), and each of the parties hereby consents to the jurisdiction of the Supreme Court of Bermuda (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

IN WITNESS WHEREOF, the parties hereto have caused this Non-Action Letter Agreement to be duly executed by their respective authorized signatories as of December 17, 2003.

FLAG TELECOM GROUP LIMITED

By:

/s/ Eugene I. Davis

Name:
Title:

Eugene I. Davis
Director

By:

/s/ Robert M. Aquilina

Name:
Title:

Robert M. Aquilina
Director

By:

/s/ Anthony J. Pacchia

Name:
Title:

Anthony J. Pacchia
Director

RELIANCE GATEWAY NET LIMITED

By:

/s/ P.M.S. Prasad

Name:
Title:

P.M.S. Prasad
Authorized Signatory

GATEWAY NET BERMUDA LIMITED

By:

/s/ Thakur Sharma

Name:
Title:

Thakur Sharma
President

RELIANCE INDUSTRIES LIMITED

By:

/s/ P.M.S. Prasad

Name:
Title:

P.M.S. Prasad
Authorized Signatory

HARBERT DISTRESSED
INVESTMENT MASTER FUND, LTD.

By:

HMC Distressed Investment Offshore Manager, LLC

By:

/s/ Philip A. Falcone

Name:
Title:

Philip A. Falcone
Vice President

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