Changes to Investment Manager Agreement

 

TIDMIFC 
 
RNS Number : 3029P 
Indian Film Company Limited (The) 
13 July 2010 
 

 
 
 
 
 
 
 
13 July 2010 
 
 
                        The Indian Film Company Limited 
                                (the "Company") 
 
 
                    Changes to Investment Manager Agreement 
 
 
The Company notes that profitability for films released at the box office is yet 
to return to previous levels. The Company also notes the announcement of Viacom 
18 Media Private Limited ("Viacom 18") on 5 July 2010 regarding a possible offer 
for the issued share capital of the Company. 
For these reasons the Company has agreed with its Investment Manager, Film 
Investment Managers (Mauritius) Limited ("Investment Manager"), not to charge 
the Investment Management Fee ("Fee") chargeable under the Investment Management 
Agreement for the first quarter ended 30 June 2010 and also not to charge the 
Fee for the period ended 30 September 2010. After the end of this period the 
Company and its Investment Manager will mutually review and decide on the Fee 
which shall be payable for the period starting from the second quarter of the 
current financial year. 
Please also refer to the earlier announcement made on 30 March 2010 in respect 
of a reduction in the Fee for the year ended 31 March 2010 from 2% of the 
opening Net Asset Value ("NAV") to 1% of the opening NAV. 
 
As the Investment Manager is deemed to be a related party under the AIM Rules, 
the independent directors (which excludes Raghav Bahl), having consulted with 
the Company's Nominated Adviser, consider the Fee to be fair and reasonable 
insofar as shareholders are concerned. 
 
 
For further information, please contact: 
 
The Indian Film Company Limited 
Manish Thukral 
                 Tel: [phone] 
 
Grant Thornton Corporate Finance (Nominated Adviser) 
Fiona Kindness/Salmaan Khawaja 
 Tel: [phone] 
 
Elara Capital Plc (Broker and Rule 3 Adviser) 
Pooja Agrawal 
                  Tel: [phone] 
 
 
Notes to Editors 
 
The Indian Film Company (the "Company") is a specialist film investment company 
which was admitted to trading on the AIM market in June 2007 and raised GBP 55 
million in order to invest in a diverse portfolio of Indian films targeted at 
the Indian audiences across varying genre, language and budgets. 
 
The Company is part of the Network 18 Group, with the Network 18 Parties' 
holding 80.38% of the Company's issued share capital and is managed by Film 
Investment Managers (Mauritius) Ltd., which is jointly and equally owned by 
Viacom Inc. and BK Media Mauritius PVT. BK Media Mauritius PVT is owned by 
Raghav Bahl, the founder and controlling shareholder of Network 18. 
 
The Company uses the services of STUDIO 18, India's largest vertically 
integrated motion picture company, to distribute, exploit and market its bouquet 
of in-house productions, co-productions and acquisitions. Studio 18 is part of 
Viacom 18, a 50/50 joint venture set-up between Viacom and Network 18. 
 
DEALING DISCLOSURE REQUIREMENTS 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. 
 
An Opening Position Disclosure must contain details of the person's interests 
and short positions in, and rights to subscribe for, any relevant securities of 
each of (i) the offeree company and (ii) any paper offeror(s). An Opening 
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no 
later than 3.30 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror. A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3.  Opening Position Disclosures must 
also be made by the offeree company and by any offeror and Dealing Disclosures 
must also be made by the offeree company, by any offeror and by any persons 
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the 
offeree and offeror companies in respect of whose relevant securities Opening 
Position Disclosures and Dealing Disclosures must be made can be found in the 
Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, 
including details of the number of relevant securities in issue, when the offer 
period commenced and when any offeror was first identified. If you are in any 
doubt as to whether you are required to make an Opening Position Disclosure or a 
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on 
[phone]. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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