Response to Offer Unconditional Announcement
19 Août 2009 - 6:00PM
UK Regulatory
TIDMIFC
RNS Number : 7226X
Indian Film Company Limited (The)
19 August 2009
For immediate release
19 August 2009
The Indian Film Company Limited
("Indian Film Company" or the "Company")
Response to Offer Unconditional as to Acceptances announcement
The Independent Directors of the Indian Film Company note the announcement made
yesterday by Network 18 Holdings Limited that the mandatory cash offer by
Network 18 for the Company (the "Offer") has become unconditional as to
acceptances with Network 18 having received valid acceptances in respect of
7,810,232 Indian Film Company Shares, representing approximately 14.2 per cent.
of the existing issued ordinary share capital of the Company. As at 4.00 p.m. on
18 August 2009, Network 18 announced that the Network 18 Parties collectively
held or had received valid acceptances in respect of a total of 27,623,732
Indian Film Company Shares representing approximately 50.2 per cent. of the
existing issued ordinary share capital of the Company.
The Independent Directors note that the Offer remains open for acceptance until
further notice and also note that it continues to be a term of the Offer that
the Offer will lapse if the acquisition of the Company by Network 18 is referred
to the Competition Commission before 3.00 p.m. on 24 August 2009.
In addition to their own individual investment requirements, Shareholders are
encouraged to reconsider the issues set out in the letter from the Chairman
contained in the circular despatched by the Company to Shareholders dated 14
August 2009 (the "Circular") when evaluating whether or not to accept the Offer.
In particular, Shareholders attention is drawn to the sections headed 'Offer at
an undervalue' and 'Indian Film Company - Key Information'.
In addition, Shareholders should note that the Offer represents:
* a nominal premium of approximately 1.2 per cent. to the Closing Price of 39.5
pence on 29 July 2009, being the latest practicable date prior to the
announcement of the Offer;
* a discount of approximately 1.8 per cent. to the Closing Price of 40.75 pence on
18 August 2009, being the latest practicable date prior to this announcement;
and
* a discount of approximately 66 per cent. to the net asset value of 117.32 pence
per Share as at 31 March 2009, being the date of the last audited balance sheet
of the Company.
A copy of the Circular is available on the Company's website at
www.theindianfilmcompany.com.
The Independent Directors still seek clarification from Network 18 as to its
intentions regarding the future of the Company, in particular in relation to:
* the retention of the Investment Manager, Investment Adviser and the retention or
maintenance of an independent board of non-executive directors of the Company;
* any changes to the Company's current strategy;
* how Network 18 proposes in practice to generate the anticipated benefits of the
Indian Film Company being consolidated as a Network 18 group company; and
* the cancellation of the Indian Film Company's quotation on AIM if it acquires
such number of Indian Film Company Shares that results in the Network 18 Parties
owning more than 75 per cent. of the Company's issued share capital.
Further to the Company's announcement of 14 August 2009 in relation to the
Circular, the Independent Directors continue to recommend that Shareholders do
not accept the Offer and accordingly should not complete or return any Form of
Acceptance.
Further announcements will be made as appropriate.
Definitions used in the Circular apply in this announcement unless the context
otherwise requires.
+------------------------------------------+-----------------------------+
| For further information, please contact: | |
+------------------------------------------+-----------------------------+
| The Indian Film Company Limited | |
+------------------------------------------+-----------------------------+
| www.theindianfilmcompany.com | |
+------------------------------------------+-----------------------------+
| Sandeep Bhargava | Tel: +91 22 6629 1723 |
| | |
+------------------------------------------+-----------------------------+
| | |
+------------------------------------------+-----------------------------+
| Grant Thornton UK LLP (Nominated | |
| Adviser) | |
+------------------------------------------+-----------------------------+
| Fiona Owen | Tel: +44 20 7383 5100 |
| | |
+------------------------------------------+-----------------------------+
| | |
+------------------------------------------+-----------------------------+
| Elara Capital plc (Broker and Joint Rule | |
| 3 Adviser) | |
+------------------------------------------+-----------------------------+
| Raj Bhatt/Mary Phelan | Tel: +44 20 7486 9733 |
| | |
+------------------------------------------+-----------------------------+
| | |
+------------------------------------------+-----------------------------+
| Blomfield Corporate Finance Limited | |
| (Joint Rule 3 Adviser) | |
+------------------------------------------+-----------------------------+
| Derek Crowhurst/James Pinner | Tel: +44 207 489 4500 |
+------------------------------------------+-----------------------------+
| | |
+------------------------------------------+-----------------------------+
| Oriel Securities Limited (Broker) | |
+------------------------------------------+-----------------------------+
| Natalie Fortescue/Daniel Conti | Tel: +44 20 7710 7600 |
| | |
+------------------------------------------+-----------------------------+
| | |
+------------------------------------------+-----------------------------+
| Pelham Public Relations | |
+------------------------------------------+-----------------------------+
| Alex Walters/Francesca Tuckett | Tel: +44 20 7337 1500 |
| | |
+------------------------------------------+-----------------------------+
Elara Capital PLC, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as joint adviser to the Company and
no one else in connection with the matters referred to herein and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to Network 18
Holdings Limited's Offer, the contents of this document or any transaction or
arrangement or other matter referred to herein.
Blomfield Corporate Finance Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting as joint adviser
to the Company and no one else in connection with the matters referred to herein
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to
Network 18 Holdings Limited's Offer, the contents of this document or any
transaction or arrangement or other matter referred to herein.
The Independent Directors accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the Independent
Directors (who have taken all reasonable care to ensure such is the case),
the information contained in this announcement is in accordance with the facts
and does not affect the import of such information.
Overseas jurisdictions
The release, publication or distribution of this announcement and the
Circular in jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable requirements
may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed herein may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by Network 18 or required by the City Code
on Takeovers and Mergers (the "Code") and permitted by applicable law
and regulation, the Offer is not being made, directly or indirectly, in or into,
or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of the United
States, Canada, Australia or Japan or any other jurisdiction where extension or
acceptance of the Offer would violate the law of that jurisdiction (a
"Restricted Jurisdiction"), and the Offer is not capable of acceptance by any
such use, means, instrumentality or facility or from within a Restricted
Jurisdiction.
Accordingly, unless otherwise determined by IFC or required by the Code and
permitted by applicable law and regulation, copies of this announcement and the
Circular are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in or into or
from a Restricted Jurisdiction and persons receiving such documents (including,
without limitation, custodians, nominees and trustees) must not mail, transmit
or otherwise forward, distribute or send them in or into or from a
Restricted Jurisdiction.
Forward looking statements
This document, including information included or incorporated by reference to
this document, may include certain "forward-looking statements". These
statements are based on the current expectations of the Independent Directors
and are naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include statements about the
expected effects on the Indian Film Company of the Offer, the expected timing
and scope of the Offer, strategic options and all other statements in this
document other than historical facts. Without limitation, any statements
preceded or followed by or that include the words "targets", "plans" "believes",
"expects", "aims", "intends", "will", "may", "should", "could", "would", "can",
"continue", "opportunity", "anticipates", "estimates", "projects" or, words or
terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements involve risk and uncertainties that could
cause actual results to differ materially from those expressed in the
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond the Company's abilities to control or estimate
precisely, such as: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of the Indian Film Company's operations
and potential synergies resulting from the Offer; and (iii) the effects of
government regulation on the Indian Film Company's business. There are a number
of factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the satisfaction of the conditions to
the Offer, changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and restructuring
objectives, changes in consumer habits and preferences, competitive product and
pricing pressures, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange rates, the outcome
of litigation, government actions and natural phenomena such as floods,
earthquakes and hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward-looking
statements. The Indian Film Company does not assume any obligation nor does it
intend to update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to the extent
legally required.
Nothing in this announcement or the Circular is intended to be a profit
forecast and the statements in this announcement and the Circular should not
be interpreted to mean that the earnings per IFC Share for the current or future
financial periods will necessarily be greater (or lesser) than those for the
relevant preceding financial 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 one per cent. or more of any class of
"relevant securities" of the Indian Film Company, all "dealings" in any
"relevant securities" of the Indian Film 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 Offer becomes, or is
declared, unconditional as to acceptances, 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 the Indian Film Company 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 the Indian Film Company by Network 18, or the Indian Film Company
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 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 are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please consult the Panel on telephone number +44 (0)20 7382 9026; fax
+44 (0)20 7638 1554.
-Ends-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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