Offer Update

 

TIDMUMP 
 
RNS Number : 5518D 
UMP PLC 
03 December 2009 
 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO 
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH 
JURISDICTION 
 
 
UMP Plc ("UMP", or "the Company") 
 
 
Recommended Proposal by UTV Software Communications Limited ("UTV") 
 Offer 
Update 
 
 
3 December 2009 
 
 
 
 
Further to the announcement made by the Company on 9 November 2009, and by way 
of update and amendment to the expected timetable of principal events referred 
to in it and set out in the document posted by the Company to Independent UMP 
Shareholders on 16 September 2009 (the "Scheme Document"), the Independent UMP 
Directors announce that conditional approval by the Foreign Investment Promotion 
Board of India ("FIPB") to the Proposal was received by UTV on 1 December 2009 
and the Court Hearing to sanction the Scheme has been rescheduled to 10.00 a.m. 
on 11 December 2009. 
 
 
Condition 2(b) to the Scheme stipulates that any conditions to the FIPB's 
approval must be satisfactory to both UMP and UTV (acting reasonably).  The 
conditions attached to the FIPB's approval to the Proposal are currently subject 
to review by the Independent Directors of UMP. 
 
 
Completion of the Proposal remains subject to the satisfaction or, if permitted, 
waiver of the Conditions to the 
 Proposal set out in the Scheme Document 
including, inter alia, receipt of the RBI's consent, the sanction of the Scheme 
by the Isle of Man Court, and the Indian Scheme (so far as it relates to UMP) 
becoming effective. The Effective Date of the Scheme is expected to be 18 
January 2010 and a revised timetable of principal events is set out below. 
 
 
The New UTV Shares to be issued pursuant to the terms of the Proposal (if the 
Scheme becomes effective) may be settled in either certificated form or, through 
a Demat Account, in dematerialised form; settlement cannot be made by any other 
means.If the New UTV Shares are held through a Demat Account they will also be 
admitted to trading on the National Stock Exchange and the Bombay Stock 
Exchange. If the New UTV Shares are held in certificated form, however, they 
will not be admitted to trading on those markets, although persons holding in 
certificated form may subsequently transfer any such New UTV Shares into a Demat 
Account. In view of the extensive process required to obtain a Demat Account, 
Independent UMP Shareholders who wish to hold their New UTV Shares in 
dematerialised form are strongly urged to contact Karvy as soon as possible. 
 
 
Details of the Demat Account opening process are set out on pages 9 - 11 of the 
Scheme Document and will follow in a further announcement to be made by the 
Company shortly. Information on opening a Demat Account can be obtained by 
contacting Yatin Sang or Nirmala Dalvi at Karvy on [phone]. 
 
 
 
 
Any capitalised term used but not defined in this announcement shall have the 
meaning ascribed to it in the Scheme Document. 
Timetable 
 
 
The expected timetable of principal events is amended as follows: 
 
 
+--------------------------------------+--------------------------------------+ 
| The following dates are indicative   |                                      | 
| only and are subject to change:      |                                      | 
+--------------------------------------+--------------------------------------+ 
| Receive RBI consent                  | Early December 2009                  | 
+--------------------------------------+--------------------------------------+ 
| Court Hearing to sanction the Scheme | 10.00 a.m. on 11 December 2009       | 
+--------------------------------------+--------------------------------------+ 
| Court Order filed with the Isle of   | On or before 18 December 2009        | 
| Man Companies Registry               |                                      | 
+--------------------------------------+--------------------------------------+ 
| Indian Court Hearing to sanction the | 18 December 2009                     | 
| Indian Scheme                        |                                      | 
+--------------------------------------+--------------------------------------+ 
| Latest time for return of Settlement | 6.00 p.m. (Indian Standard Time) on  | 
| Instruction Forms                    | 15 January 2010                      | 
+--------------------------------------+--------------------------------------+ 
| Last day of dealings in, and for     | 15 January 2010                      | 
| registration of transfers of, UMP    |                                      | 
| Shares                               |                                      | 
+--------------------------------------+--------------------------------------+ 
| Scheme Record Time                   | 6.00 p.m. on 15 January 2010         | 
+--------------------------------------+--------------------------------------+ 
| Indian Court Order registered with   | 18 January 2010                      | 
| the Indian Registrar of Companies    |                                      | 
+--------------------------------------+--------------------------------------+ 
| Effective Date of the Scheme         | 18 January 2010                      | 
+--------------------------------------+--------------------------------------+ 
| Issue of New UTV Shares              | On the Effective Date                | 
+--------------------------------------+--------------------------------------+ 
| Cancellation of admission to trading | 7.00 a.m. on the Effective Date      | 
| on AIM of UMP Shares                 |                                      | 
+--------------------------------------+--------------------------------------+ 
| Transfer of assets and business of   | On the Effective Date                | 
| UMP to UTV                           |                                      | 
+--------------------------------------+--------------------------------------+ 
| Dissolution of UMP (without winding  | On the Effective Date                | 
| up)                                  |                                      | 
+--------------------------------------+--------------------------------------+ 
| Mauritius Scheme becomes effective   | On the Effective Date                | 
| and the business and assets of       |                                      | 
| UTV(Mauritius) are transferred to    |                                      | 
| UTV                                  |                                      | 
+--------------------------------------+--------------------------------------+ 
| Listing of New UTV Shares            | Within 14 days after the Effective   | 
|                                      | Date                                 | 
+--------------------------------------+--------------------------------------+ 
| Commencement of dealings in New UTV  | Within 14 days after the Effective   | 
| Shares on the National Stock         | Date                                 | 
| Exchange and the Bombay Stock        |                                      | 
| Exchange(1)                          |                                      | 
+--------------------------------------+--------------------------------------+ 
| Date for settlement of consideration | Within 14 days after the Effective   | 
|                                      | Date                                 | 
+--------------------------------------+--------------------------------------+ 
Note: 
 
 
(1)    New UTV Shares held in certificated form will not be admitted to trading 
on the Bombay Stock 
 Exchange or the National Stock Exchange. Please see 
"Action to be Taken" on pages 8 to 11 of the Scheme 
 

       Document. 
 
 
These dates are indicative only and will depend on, amongst other things, the 
date upon which the Conditions (including, without limitation, the Court 
sanction of the Scheme and the Indian Court sanction of the Indian Scheme) are 
either satisfied or (in certain limited cases) waived. In particular, the actual 
dates of the Court Hearing and the Indian Court Hearing may be subject to 
change, and the date upon which the consent of the RBI will be received is not 
yet certain. UMP will make further announcements regarding the timetable as 
required. 
 
 
Cancellation is expected to occur on 7.00 a.m. on 18 January 2010. On the date 
of cancellation, share certificates in respect of the UMP Shares will cease to 
be valid and entitlements to UMP Shares held within the CREST system will be 
cancelled. 
 
 
All references to time and dates in this announcement are to the relevant time 
and date in the United Kingdom, unless otherwise stated. 
Copies of this announcement will be made available on the Company's website 
www.utvmotionpictures.com. 
 
 
Enquiries: 
+--------------------------------------+--------------------------------------+ 
| UMP                                  | Telephone: + 44 (0) 20 7630 7042     | 
| Andrew Carnegie                      |                                      | 
| Peter Vanderpump                     |                                      | 
+--------------------------------------+--------------------------------------+ 
| Jefferies International Limited      | Telephone: [phone]      | 
| (Financial Adviser to UMP)           |                                      | 
| Julian Culhane                       |                                      | 
| Sarah McNicholas                     |                                      | 
+--------------------------------------+--------------------------------------+ 
| Grant Thornton                       | Telephone: [phone]      | 
| (Nominated Adviser to UMP)           |                                      | 
| Fiona Kindness                       |                                      | 
| Robert Beenstock                     |                                      | 
+--------------------------------------+--------------------------------------+ 
 
 
Jefferies International Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for UMP and 
no one else in connection with the Proposal and other matters referred to in 
this announcement and accordingly will not be responsible to anyone other than 
UMP for providing the protections afforded to the clients of Jefferies 
International Limited nor for providing advice in relation to the Proposal, the 
Scheme Document or any other matter referred to in this announcement. 
Forward looking statements 
This announcement contains statements about UTV and UMP that are or may be 
forward looking statements. All statements other than statements of historical 
facts included in this announcement may be forward looking statements. Without 
limitation, any statements preceded or followed by or that include the words 
"targets", "plans", "believes", "expects", "aims", "intends", "will", "should", 
"may", "anticipates", "estimates", "synergies", "cost savings", "projects", 
"strategy", or words or terms of similar substance or the negative thereof, are 
forward looking statements. Forward looking statements include statements 
relating to the following: (i) the expected timetable for completing the 
Proposal, future capital expenditures, expenses, revenues, earnings, synergies, 
economic performance, indebtedness, financial condition, dividend policy, losses 
and future prospects of UTV, UMP or the Merged Group; (ii) business and 
management strategies and the expansion and growth of UTV's, UMP's or the Merged 
Group's operations and potential synergies resulting from the Proposal; and 
(iii) the effects of government regulation on UTV's, UMP's or the Merged Group's 
business. 
These forward looking statements are not guarantees of future performance. They 
have not been reviewed by the auditors of UTV or UMP. These forward looking 
statements involve known and unknown risks, uncertainties and other factors 
which may cause them to differ from the actual results, performance or 
achievements expressed or implied by such forward looking statements. These 
forward looking statements are based on numerous assumptions regarding the 
present and future business strategies of such persons and the environment in 
which each will operate in the future. All subsequent oral or written forward 
looking statements attributable to UTV or UMP or any of their respective 
members, directors, officers or employees or any persons acting on their behalf 
are expressly qualified in their entirety by the cautionary statement above. All 
forward looking statements included in this announcement are based on 
information available to UTV and UMP on the date hereof. Investors should not 
place undue reliance on such forward looking statements, and UTV and UMP 
undertake no obligation to publicly update or revise any forward looking 
statements. 
No statement in this announcement is intended to constitute a profit forecast 
for any period. 
Dealing disclosure requirements 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of UTV or of UMP, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3:30 p.m. (London time) on the Business Day following 
the date of the relevant transaction. This requirement will continue until the 
date on which the Scheme becomes effective or lapses or is otherwise withdrawn 
or on which the "offer period" otherwise ends. If two or more persons act 
together pursuant to an agreement or understanding, whether formal or informal, 
to acquire an "interest" in "relevant securities" of UTV or UMP, they will be 
deemed to be a single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of UTV or of UMP by UTV or UMP, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
Business Day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks in this section "Dealing disclosure requirements" are 
defined in the City Code, which can also be found on the Takeover Panel's 
website. If you are in any doubt as to whether or not you are required to 
disclose a "dealing" under Rule 8, you should consult the Takeover Panel. 
Distribution of this announcement and other matters 
The distribution of this announcement and the accompanying documents in 
jurisdictions other than the United Kingdom may be restricted by law and 
therefore persons into whose possession this announcement comes should inform 
themselves about, and observe, such restrictions. Any failure to comply with the 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. 
This announcement does not constitute an offer or an invitation to purchase or 
subscribe for any securities or a solicitation of an offer to buy any securities 
pursuant to this announcement or otherwise in any jurisdiction in which such 
offer or solicitation is unlawful. This announcement has been prepared in 
connection with a proposal in relation to a scheme of arrangement pursuant to, 
and for the purpose of, complying with the law of the Isle of Man and the City 
Code and information disclosed may not be the same as that which would have been 
prepared in accordance with laws of jurisdictions outside the Isle of Man or the 
United Kingdom. Nothing in this announcement should be relied upon for any other 
purpose. 
The statements contained herein are made as at the date of this announcement, 
unless some other time is specified in relation to them, and the issue of this 
announcement shall not give rise to any implication that there has been no 
change in the facts set forth herein since that date. 
No person has been authorised to make any representations on behalf of UMP or 
UTV concerning the Proposal or the Scheme which are inconsistent with the 
statements contained herein and any such representations, if made, may not be 
relied upon as having been so authorised. 
This announcement does not constitute a prospectus or prospectus equivalent 
document. 
No person should construe the contents of this announcement as legal, financial 
or tax advice and each person who receives this announcement should consult 
their own advisers in connection with the matters contained herein. 
This announcement is not an offer for sale of securities in the United States. 
The New UTV Shares to be issued in connection with the Proposal, have not been, 
and will not be, registered under the Securities Act or under any relevant 
securities laws of any state or other jurisdiction of the United States, nor 
have clearances been, nor will they be, obtained from the securities commission 
or similar authority of any province or territory of Canada and no prospectus 
has been, or will be, filed with, such commission or authority or any securities 
law of any province or territory of Canada nor has a prospectus in relation to 
the New UTV Shares been, nor will one be, lodged with, or registered by, the 
Australian Securities and Investments Commission, nor have any steps been taken, 
nor will any steps be taken, to enable the New UTV Shares to be offered in 
compliance with applicable securities laws of Japan. Accordingly, unless an 
exemption under relevant securities laws is available, the New UTV Shares may 
not be offered, sold, resold or delivered, directly or indirectly, in, into or 
from the United States, Canada, Australia or Japan or any other jurisdiction in 
which an offer of the New UTV Shares would constitute a violation of relevant 
laws or require registration of the New UTV Shares, or to or for the account or 
benefit of any person located in the United States, Canada, Australia or Japan. 
Unless otherwise determined by UTV and UMP and permitted by applicable law and 
regulation, copies of this announcement and any other documents related to the 
Proposal or the Scheme are not being, and must not be, mailed or otherwise 
forwarded, distributed or sent in or into the United States, Canada, Australia 
or Japan. All persons receiving this announcement (including, without 
limitation, custodians, nominees and trustees) should observe these restrictions 
and any applicable legal or regulatory requirements of their jurisdiction and 
must not mail or otherwise forward, send or distribute this announcement in, 
into or from the United States, Canada, Australia or Japan. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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