ADMISSION TO AIM

RNS Number:3971Z
UTV Motion Pictures PLC
02 July 2007



                            UTV Motion Pictures Plc


         UTV Motion Pictures Plc raises US$70 million; admission to AIM


MONDAY, 2 July 2007 - UTV Motion Pictures Plc ("UTV" or "the Company") the
holding company of UTV Motion Pictures (Mauritius) Limited ("UTV Mauritius") an
India-based global movie studio, announces that dealings in its ordinary shares
will today start on AIM (ticker symbol: "UTVM")


The Company has raised US$70 million gross via a placing of new ordinary shares
with investors in the UK, Europe and Asia.

Details of the placing

+----------------------------------------------------------+---------------+
|Placing price                                             |        US$2.90|
+----------------------------------------------------------+---------------+
|Total number of new ordinary shares placed on behalf of   |     24,137,931|
|the Company                                               |               |
+----------------------------------------------------------+---------------+
|Number of ordinary shares in issue following the placing  |    104,137,931|
+----------------------------------------------------------+---------------+
|Percentage of enlarged issued share capital subject to the| 23.18 per cent|
|placing                                                   |               |
+----------------------------------------------------------+---------------+
|Gross proceeds of the placing to be received by the       |  US$70 million|
|Company                                                   |               |
+----------------------------------------------------------+---------------+
|Estimated net proceeds of the placing receivable by the   |US$65.7 million|
|Company                                                   |               |
+----------------------------------------------------------+---------------+
|Market capitalisation of the Company at the placing price | US$302 million|
+----------------------------------------------------------+---------------+


Ronnie Screwvala, Non-Executive Chairman, commented: "We are delighted with the
response from investors who recognise that UTV's early adoption of the Hollywood
studio model will enable the Company to establish a leading position in the
Indian movie industry. We now have the funds to implement our strategy for
rapid, profitable growth."


Use of Proceeds


The proceeds of the placing will be used:


  * to fund the US$30.2 million acquisition by UTV Mauritius of a Movie
    Portfolio from UTV Software Communications Limited ( "UTV India") and
    certain subsidiaries of UTV India and in the case of the movie Goal, Aim
    Productions Limited;
  * to finance the development and production (or co-production) of the
    Movies in Incubation acquired as part of the Movie Portfolio; and
  * to fund the production (or co-production) and/or acquisition of further
    movie content.


The Directors believe that Admission will raise the profile of the Company and
its subsidiary UTV Mauritius, promoting further awareness of its business and
projecting it internationally as a co-producer of Hollywood movies, as well as
Indian movies.


Grant Thornton is the nominated adviser, and Jermyn Capital Partners Plc is
broker, to the Company.


The Company has granted an Over Allotment Option to Jermyn Capital plc pursuant
to which Jermyn Capital may require the Company to issue up to 2,528,735
Ordinary Shares at the Placing Price at any time on or before the thirtieth day
following Admission.


ENDS

CONTACTS

+------------------------------------+------------------------------------+
|UTV Motion Pictures Plc             |                    [phone]|
+------------------------------------+------------------------------------+
|Siddharth Kapur - Chief Operating   |                                    |
|Officer                             |                                    |
+------------------------------------+------------------------------------+
|                                    |                                    |
+------------------------------------+------------------------------------+
|Grant Thornton - Nominated Adviser  |                 [phone]|
+------------------------------------+------------------------------------+
|Fiona Owen                          |                                    |
+------------------------------------+------------------------------------+
|                                    |                                    |
+------------------------------------+------------------------------------+
|Jermyn Capital Partners Plc - Broker|                 [phone]|
+------------------------------------+------------------------------------+
|Dharmesh Doshi / Mehmet Ahmed       |                                    |
+------------------------------------+------------------------------------+
|                                    |                                    |
+------------------------------------+------------------------------------+
|Bankside - Financial PR             |                  [phone]|
+------------------------------------+------------------------------------+
|Simon Bloomfield / Andy Harris      |                                    |
+------------------------------------+------------------------------------+


Background information


Business Description


UTV and its subsidiary, UTV Motion Pictures (Mauritius) Limited ("UTV
Mauritius"), (together the "Group") are in the business of production and
exploitation of Indian, Hollywood and animation movies worldwide. The main
business activities of UTV Mauritius involve:


   * the production (or co-production) of:


   *Hindi movies;
   *Indian regional language movies;
   *Hollywood movies;
   *animation (international and Indian) movies; and


  * the distribution of these movies (and movies acquired from third
    parties) through various networks and across several platforms.


UTV Mauritius has acquired the Movie Portfolio, primarily from UTV India. The
Movie Portfolio comprises three completed Indian movies produced or co-produced
by UTV Software Communications Limited ("UTV India"), two completed English
language movies co-produced by UTV Communications USA LLP ("UTV US") (a
subsidiary of UTV India) with Hollywood Studios, two Indian movies in production
and thirty nine films in Incubation, including two live-action movies and an
animation movie to be co-produced with Hollywood studios. The aggregate up front
consideration payable to the UTV India and certain of its subsidiaries (and, in
the case of Goal, AIM Productions Limited) for these acquistions (excluding the
movie in incubation entered into directly by UTV Mauritius) is $30.2 million.


Movie Production


Completed/Partially Completed Hindi Movies


UTV Mauritius has acquired certain intellectual property rights (IPRs) in
relation to the following completed Hindi movies:


  * Hattrick (2007) - directed by Milan Luthria and starring Nana Patekar,
    Paresh Rawal and Kunal Kapoor.
  * Life In A Metro (2007) - directed by Anurag Basu and starring Shilpa
    Shetty.
  * The Blue Umbrella (expected to be released in 2007) - directed by Vishal
    Bhardwaj and starring Pankaj Kapoor.


Hindi Movies in Production


UTV Mauritius has also acquired the joint IPRs, to be held with Ashutosh
Gowariker Productions Private Limited ("AGPPL"), including copyright and the
rights of exploitation, for the Hindi movie in production: Jodhaa Akbar being
co-produced with AGPPL; and has acquired all the IPRs, including the copyright
and the rights of exploitation (other than certain distribution rights for the
UK for three years) for the Hindi movie in production,,Goal, which is being
produced by AIM Productions Limited in the UK.


Hindi Movies in Incubation


UTV Mauritius has also acquired the rights in relation to a slate of thirty two
live-action movies in the Hindi language at various stages of incubation
involving a wide range of directors, artists, genres and budgets. Some of these
movies are to be co-produced with third parties, such as Vishal Bhardwaj
Pictures Private Limited, Rakeysh Omprakash Mehra Pictures Private Limited and
Widescreen Productions.


UTV Mauritius has undertaken to appoint UTV India as the exclusive line producer
in India for the Hindi Movies in Incubation, except for the movies Mumbai Meri
Jaan and Fashion


Indian regional language movies


UTV Mauritius has the benefit of a long-term exclusive co-production arrangement
for South Indian movies with Radaan, a movie producer based in South India. The
film Kannamoochi Yenada is the first movie to be co-produced by UTV Mauritius
and Radaan.


Hollywood movies


As part of the Movie Portfolio, UTV Mauritius will acquire a share of the
profits generated by the global exploitation of the following two movies which
were released in the USA in March 2007:

  * The Namesake, directed by Mira Nair and co-produced by Fox Searchlight
    and Entertainment Farm Inc.
  * I Think I Love My Wife, directed by Chris Rock and co-produced by Fox
    Searchlight.


UTV Mauritius will also acquire the benefit of arrangements with Blinding Edge
providing for M Night Shyamalan to direct a live-action Hollywood movie, and
with Overbrook, a movie production company established by Will Smith, providing
for Overbrook to co-produce a live-action Hollywood movie.


Animation Movies - International


Building on UTV India's experiences of producing world class animation for
western and European studios over the last eight years, UTV Mauritius intends to
embark on its own animation IPR creation. In pursuance of this, it is intended
that UTV Mauritius will convert the heads of agreement with Overbrook into a
comprehensive binding agreement for Overbrook to co-produce a full length
animation movie for world markets.


Animation Movies - India and Asia


Recognising the increasing popularity of animation movies in India and Asia, UTV
Mauritius has acquired, and will be acquiring, rights in relation to the
development of four Indian animation movies for world markets. These rights
include directors' agreements with Simi Nallaseth, Arnab Chaudhuri and Soumitra
Ranade in relation to pre-production and scripting. Simi Nallaseth was one of
the animators of the very successful international animation movie Ice Age.
Arnab Chaudhuri has been a former creative director of Channel V and creative
director of Turner International (Asia). UTV Mauritius is also co-producing an
animation film aimed at the South Asia market.


Distribution


Indian Movies


The key platforms for exploitation which UTV Mauritius can exploit are as
follows:

  * India theatrical
  * India and international home video
  * International theatrical
  * Television, video on demand ("VoD"), direct to home broadcast television
    ("DTH") and Online
  * Music
  * Others, including Indian and international new media, in-movie
    advertising and merchandising.


The Group has established arrangements for utilising the distribution channels
operated by UTV India and its subsidiaries, UTV US and UTV UK, in India, the US
and the UK, respectively, and will continue to use those channels.


UTV India already distributes to all categories of multiplex, digital and single
screen theatre chains throughout India, including Cinemax, Adlabs, Fame Cinemas,
PVR, Inox and UFO. UTV US has entered into an arrangement with Divx, allowing
Divx to distribute movies using Divx technology in the Indian markets.
Similarly, UTV US already caters to theatre chains in the USA such as Regal, AMC
and NAZ, and also enjoys arrangements with key retail chains, including Netflix,
for its home entertainment products. UTV Communications (UK) Limited ("UTV UK")
distributes to theatre chains such as the Odeon cinema chain in the UK.


UTV Mauritius also has established arrangements with third party distributors
for movie distribution in a number of other territories. Movie rights are
exploited in Asia (excluding India and Mauritius but including the Middle East
and South East Asia), Australia and parts of Europe and Africa through
arrangements with various third party distributors.


New Media


New Media has shown significant potential during the recent past and the UTV
Group has been quick to exploit its rights in relation to the use of movie
content on mobile phones, such as ring tones, wallpapers and mobile games. UTV
Mauritius proposes to enter into similar arrangements for the exploitation of
the movies acquired by UTV Mauritius pursuant to the Movies Acquisition
Agreements.


Hollywood Movies


The distribution of Hollywood movies co-produced by the Group will be carried
out by recognised US media distributors.


The distribution profile of Hollywood movies is more focused on the US domestic
market and revenue streams flow through the following distribution media:


   * Theatrical
   * Home Entertainment
   * Television, VoD, Online and DTH
   * Others including New Media and merchandising.


Animation Movies


The platforms for exploitation of international animation movies are very
similar to the model for

Hollywood movies described above.


Existing Portfolio of Distribution Rights


Prior to the acquisition of the Movie Portfolio, UTV Mauritius owned and
exploited distribution rights in relation to thirteen movies made in the Hindi
language which were produced (or co-produced) by UTV India or third parties. The
following are some of the popular movies from other production houses that UTV
Mauritius has distributed:

  * Taxi 9-2-11 (2006) - distributed in international markets
  * Bluffmaster (2006) - distributed in international markets and, in India,
    by UTV India
  * Parineeta (2005) - distributed in international markets (including
    through UTV USA and UTV UK in the USA and the UK, respectively) and, in
    India, by UTV India. This movie opened in the Top 10charts in the UK and the
    Top 25 charts in the USA (each by reference to opening weekend gross box
    office receipts).
  * Don (2006) - distributed in international markets.

In 2005 and 2006 UTV Mauritius acquired the rights to distribute ninety nine
movies in the English

language through certain channels in India and has exploited those rights,
primarily through sub-distribution arrangements with SGL Entertainment Limited
and Media & Entertainment Network Private Limited.


Strategy


The Directors believe in a 'studio approach' to the movie business. This
involves having a strong portfolio of movies under production at all times,
which is sought to be achieved by entering into long term multiple movie
contracts with various successful directors and artists as well as arrangements
with global studios and international production houses and is developing and
releasing a line-up of movies designed to appeal to various types of audiences.
Examples of the above include Fox and Fox Searchlight, Overbrook, Rakeysh Mehra,
M Night Shyamalan and Anurag Basu.


The Directors believe that this approach will enable the Group to take advantage
of preferred and

favourable marketing and distribution arrangements and to have greater control
over the creation of IPRs in relation to a particular movie, as well as enabling
the Group to increase its operations both in India and in Hollywood.


The Directors believe in expanding into the global marketplace rather than being
restricted to Indian movies for Indian audiences and, as such, the association
with premier media companies in the USA has and will continue to facilitate
access to enhanced marketing platforms and larger financial commitments with
reduced risk. Such international associations with global media houses have
allowed the UTV Group successfully to penetrate new international markets with
substantially fewer risks than are normally associated with such activities.


The UTV Group distribute movies in India through cinema multiplex and digital
theatre chains as well as single screen theatres. The Directors intend, however,
to continue to exploit other methods of distribution for the Group's movies via
arrangements with key retail chains for its home entertainment products. With
India being the primary market for monetisation of television rights for Indian
movies, UTV India sells (and will sell on behalf of the Group) television
broadcasting rights to India's key broadcasting networks for worldwide
exploitation. Other types of media such as handheld devices and the internet
have shown significant potential over the last two years, and UTV India and its
subsidiaries have been amongst those seeking to monetise their rights in
relation to content on mobile phones such as ring tones, wallpapers and mobile
games.


Market Opportunity


The Indian entertainment and media industry is one of the fastest growing
sectors in India and continues to outperform the Indian economy which has been
growing at a rate of 18 per cent. since 2004. Currently the annual size of the
entertainment and media industry is estimated at $10.77 billion (Rs 437 billion)
and is expected to grow at 18 per cent. per annum over the next five years.


The rise in income levels in India has led to increased consumer spending which
has had a positive effect on growth in the media and entertainment sector.


The Indian movie industry contributes 19 per cent. to the overall Indian
entertainment and media industry. The overall size of the movie industry in 2006
is estimated at $2.1 billion (Rs 85 billion), having grown by 24 per cent. from
2005, with further expected growth of 16 per cent. to 2011.


The Indian movie industry is believed to be poised for substantial growth in the
coming years, based on the fact that the gross collections from the top five
movies of 2006 were almost 100 per cent. higher than those of 2005.


Directors and Senior Management


Rohinton (Ronnie) Soli Screwvala, non-executive director, aged 50.

Ronnie Screwvala, Founder CEO of the UTV Group, is a well known media
entrepreneur. Over the years, Ronnie has emerged as the 'thought leader in
Indian Media Industry'. Under his leadership, the UTV Group has excelled in the
field of film production, new media, television and animation and attracted
global studios such as Fox, Disney and Sony to partner with the UTV Group in
equity/ business relationships. In 1992, when Satellite TV made its debut in
Asia, he pioneered entertainment content creation for the small screen. As a
movie producer, Ronnie has adopted a modern, corporate and "studio" approach to
the business of moviemaking.


Andrew James Carnegie, non-executive director, aged 44.

Andrew started his career in corporate finance with S.G. Warburg & Co. Ltd. In
1992, he moved to British Sky Broadcasting plc where he was head of business
development. In 1993, he became director of News Television Ltd and was involved
in News Corporation's expansion globally, including the acquisition of STAR TV
and Zee TV. He was also instrumental in setting up STAR TV's operations in India
in his role as country head for the business in India.


Charles Peter Arthur Vanderpump, non-executive director, aged 58.

Peter is a chartered accountant and a former partner in Deloitte Isle of Man and
director of Walbrook Trustees, previously owned by Deloitte. He has wide
financial experience gained through dealing with a range of clients, principally
in the finance sector. He retired from full-time professional work in July 2004
following the earlier management buyout of Walbrook Trustees and now acts as a
director of a small number of Isle of Man-based public and private companies.


Siddharth Roy Kapur, chief operating officer, aged 32.

Siddharth is a management graduate with extensive experience of working in the
media industry in India and overseas. He started his career with fast moving
consumer goods major Proctor & Gamble and subsequently moved to the STAR Network
("STAR") (television network of Newscorp Group in south east Asia). At STAR he
worked at various locations such as India, Middle East and Hong Kong and was
responsible for advertising, marketing, PR and corporate communications
functions. He has been with UTV India since 2005. Before taking over as the
chief operating officer of the Company, he spearheaded various successful
marketing campaigns of the UTV Group in India and in international markets and
has been instrumental in various marketing and distribution functions of the UTV
Group, including movies and broadcasting (Hungama TV).


Andrew Carnegie and Peter Vanderpump are also on the board of directors of UTV
Mauritius.


UTV Motion Pictures Plc


UTV Motion Pictures Plc was incorporated in the Isle of Man on 27 March 2007. It
is the holding company for UTV Mauritius and, prior to Admission, it was the
wholly-owned subsidiary of UTV India. On Admission, UTV India and the Placees
will hold 76.82 per cent. and 23.18 per cent. of the Ordinary Shares,
respectively.


UTV Mauritius


UTV Mauritius was incorporated in Mauritius on 12 October 2004. It initially
carried on the business of movie distribution in jurisdictions other than the
US, the UK, Mauritius and India. Subsequently it has acquired the rights to
exploit Indian, Hollywood, Indian regional language and animation movies in
jurisdictions including the US, the UK and India (in relation to which it has
entered into exclusive distribution arrangements with UTV US, UTV UK and UTV
India respectively). More recently, UTV Mauritius has expanded into production
of movies and has acquired the Movie Portfolio. Since 7 March 2007, UTV
Mauritius has held a Category 1 Global Business Licence from the Mauritius FSC.
Under the terms of this licence, UTV Mauritius is authorised to conduct the
business of "film production and distribution", although UTV Mauritius is
entitled to apply to the Mauritius FSC for this scope of activities to be
enlarged from time to time if required.


UTV India


UTV India is a media company based in Mumbai, India, with pan-Asian operations.
Since it began as a television content company in 1990, UTV India has developed
into an integrated entertainment content production and distribution company.
UTV India is currently operating in the following three business streams:
content (movies and television), new media (animation and gaming) and
broadcasting. It is an established corporate entity in Indian movie making and
it is listed on the NSE and the BSE. In the financial year ended 31 March 2006
it had gross revenues of Rs 2,130 million (approximately $48 million).


As part of UTV India's growth and in order to accommodate diverse attitudes
whilst creating a different kind of cinema experience, UTV India launched new
brands "UTV Classics" and "Spotboy Motion Pictures" as separate movie banners.
UTV India has applied for the registration of these banners/trademarks and UTV
India has licensed these banners/trademarks to UTV Mauritius unconditionally in
perpetuity.






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