IFC Indian Film

 
TIDMIFC 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO 
     THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER 
                  JURISDICTION WHERE IT IS UNLAWFUL TO DO SO 
 
                             FOR IMMEDIATE RELEASE 
 
                                24 August 2009 
 
                             Mandatory Cash Offer 
 
                                      for 
 
                        The Indian Film Company Limited 
 
                                      by 
 
                          Network 18 Holdings Limited 
 
          (a subsidiary of Network 18 Media and Investments Limited) 
 
                                 Offer Update 
 
                          Offer wholly unconditional 
 
                      Offer to close on 7 September 2009 
 
The Board of Network 18 Holdings announces that, as at 3.00 p.m. (London time) 
on 24 August 2009, Network 18 Holdings had received valid acceptances of the 
Offer for The Indian Film Company in respect of a total of 18,239,930 Indian 
Film Company Shares, representing approximately 33.2 per cent. of the existing 
issued ordinary share capital of The Indian Film Company. Immediately prior to 
the announcement of the Offer, the Network 18 Parties owned in aggregate 
19,813,500 Indian Film Company Shares, equating to approximately 36 per cent. 
of the issued Indian Film Company Shares. 
 
Accordingly, taking into account valid acceptances of the Offer, the Network 18 
Parties will own in aggregate a total of 38,053,430 Indian Film Company Shares 
representing approximately 69.2 per cent. of the existing issued ordinary share 
capital of The Indian Film Company. 
 
The acquisition of The Indian Film Company was not referred to the Competition 
Commission before 3.00p.m. on 24 August 2009 and accordingly the Board of 
Network 18 Holdings is pleased to announce that no further terms or conditions 
remain to be satisfied. 
 
Notice is hereby given that the Offer will remain open until 7 September 2009 
when it will close. Indian Film Company Shareholders who wish to accept the 
Offer but have not yet done so are urged to submit their acceptance as soon as 
possible. 
 
Indian Film Company Shareholders who hold their Indian Film Company Shares in 
certificated form and who wish to accept the Offer but have not yet done so are 
encouraged to complete, sign and return the Form of Acceptance in accordance 
with the instructions set out in the Offer Document and on the Form of 
Acceptance, and return the Form of Acceptance to Computershare Investor 
Services plc, Corporate Actions Projects, Bristol, BS99 6AH as soon as 
possible. 
 
Indian Film Company Shareholders who hold their Indian Film Company Shares in 
uncertificated form (that is in CREST) and who wish to accept the Offer but 
have not yet done so are encouraged to take the action set out in paragraph 13 
of the letter from Network 18 Holdings set out in Part II of the Offer Document 
to transfer or procure the transfer of their Indian Film Company Shares to the 
appropriate escrow balance as soon as possible. 
 
Settlement of the consideration due under the Offer in respect of valid 
acceptances which have been received and are complete in all respects on or 
before 3.00pm on 24 August 2009, will be despatched on or before 7 September 
2009. Settlement of the consideration in respect of further acceptances which 
are valid and complete in all respects and received prior to 7 September 2009 
will be despatched within 14 days of receipt. 
 
Terms contained in the offer document dated 3 August 2009 (the "Offer 
Document") have the same meaning in this announcement unless the context 
otherwise requires. 
 
Enquiries: 
 
PKF (UK) LLP (Financial Adviser to Network 18         020 7065 0000 
Holdings) 
 
Stephen Bayfield 
 
Araminta Sugden 
 
This announcement does not constitute an invitation to purchase any securities 
or the solicitation of an offer to purchase any securities, pursuant to the 
Offer or otherwise. The Offer is being made solely by the Offer Document and 
the Form of Acceptance accompanying it, which contain the full terms and 
conditions of the Offer, including details of how the Offer may be accepted. 
 
PKF (UK) LLP, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Network 18 Holdings in 
connection with the Offer and no one else, and will not be responsible to 
anyone other than Network 18 Holdings for providing the protections afforded to 
clients of PKF (UK) LLP nor for providing advice in relation to the Offer, or 
the contents of this announcement or any arrangement referred to herein. 
 
The Network 18 Holdings Directors and the Network 18 Media Directors accept 
responsibility for the information contained in this announcement. To the best 
of the knowledge and belief of the Network 18 Holdings Directors and the 
Network 18 Media Directors (who have taken all reasonable care to ensure that 
such is the case), the information contained in this announcement for which 
they are responsible is in accordance with the facts and does not omit anything 
likely to affect the import of such information. 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore persons in 
such jurisdictions into which this announcement is released, published or 
distributed 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. 
 
The Offer is not being made, directly or indirectly, in or into, or by use of 
the mails, or by any means or instrumentality (including, without limitation, 
facsimile transmission, internet, email, telex or telephone) of interstate or 
foreign commerce, or of any facility of a national securities exchange, of any 
of the Excluded Territories and cannot be accepted by any such use, means, 
instrumentality or facility or from within any of the Excluded Territories. 
 
A copy of this announcement and the Offer Document are both available for 
download from http://www.pkf.co.uk/n18 
 
            N18HO0001DocumentsSpotlight Unconditional announcement7536028.1 
 
            N18HO0001DocumentsSpotlight Unconditional announcement7536028.1 
 
 
 
END 
 

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