Response to Offer Wholly Unconditional
28 Août 2009 - 5:03PM
UK Regulatory
TIDMIFC
RNS Number : 2342Y
Indian Film Company Limited (The)
28 August 2009
For immediate release
28 August 2009
The Indian Film Company Limited
("Indian Film Company" or the "Company")
Response to Offer Wholly Unconditional announcement
The Independent Directors of the Indian Film Company note the announcement made
on 24 August 2009 by Network 18 Holdings Limited ("Network 18") that the
mandatory cash offer by Network 18 for the Company (the "Offer") has become
wholly unconditional with Network 18 having received valid acceptances in
respect of 18,239,930 Indian Film Company Shares, representing approximately
33.2 per cent. of the existing issued ordinary share capital of the Company. As
at 3.00 p.m. on 24 August 2009, Network 18 announced that the Network 18 Parties
collectively held or had received valid acceptances in respect of 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 Company.
The Independent Directors note that Network 18 has obtained legal control over
the Company and that the Offer remains open for acceptance until 7 September
2009.
As stated in the Company's announcements of 14 August 2009 and 19 August 2009 in
response to the Offer, the Independent Directors have sought 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.
The Independent Directors have now received the following confirmations on
behalf of Network 18:
* it is Network 18's current intention to retain the Investment Manager and
Investment Adviser. Network 18 also intends that the existing Independent
Directors are retained while additionally, Network 18 nominees may be appointed.
Network 18 wishes to retain the Indian Film Company's quotation on AIM (see
further below) and accordingly Network 18 will ensure that the Board of Indian
Film Company has independent Board representation so that Indian Film Company
complies with the requirements of its AIM quotation;
* Network 18 has no plans to change the current strategy of Indian Film Company;
* the principal benefits that Network 18 believes it can bring to Indian Film
Company are providing the Company with the ability to leverage from the Network
18 brand name, its management, advisers and contacts in all aspects of the
Indian Film Company's business operations, including better access to capital on
the strength of Network 18 Group's track record with the financial community;
and
* it is Network 18's current intention to retain the Company's AIM quotation even
if the level of acceptances in respect of the Offer increases the Network 18
Parties shareholding to 75 per cent. or more of the existing issued ordinary
share capital of the Company although as stated in the Offer Document, Network
18 reserves the right to review its position depending on the level of
acceptances when the Offer closes. As stated in the announcement on 24 August
2009 by Network 18, the Offer will be closed on 7 September 2009. Currently, the
only circumstance in which Network 18 envisages cancelling the Indian Film
Company's quotation on AIM as a result of the outcome of the Offer would be if
Network 18 receives valid acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the existing issued ordinary share
capital of the Company to which the Offer relates such that Network 18 may
exercise its rights to acquire compulsorily the remaining Indian Film Company
Shares.
In evaluating whether or not to accept the Offer, Shareholders are recommended
to consider their own personal circumstances and the Independent Directors
recognise that Shareholders have their own individual investment requirements.
Shareholders should note that if they do not accept the Offer in respect of
their own shareholding, they will be minority shareholders in a controlled
company with a reduced number of Shares that are held in public hands as a
result of Network 18's current level of shareholding, and this may have a
significant adverse impact on the liquidity and marketability of their Shares in
the future.
It is also important for Shareholders to consider that, if the Indian Film
Company's quotation is cancelled at some future date, it may not be possible for
Shareholders to realise as much as 40 pence per Indian Film Company Share,
should they so wish, before the quotation is cancelled and Shareholders might
find themselves as minority shareholders in an unquoted company.
The Independent Directors recognise that certain Shareholders may wish to use
the Offer as an opportunity to crystallise their investment notwithstanding that
the Independent Directors remain of the view that the Offer undervalues the
Indian Film Company Shares in the medium to long term.
For the reasons set out in the circular dispatched to Shareholders on 14 August
2009 (the "Circular") and the additional facts contained in this announcement
(in particular the reduced number of Shares held in public hands as a result of
Network 18's current shareholding), the Independent Directors consider that it
is no longer possible to provide Shareholders with a definitive recommendation
at this time.
Peter Radford, being the only Independent Director with an interest in the
issued share capital of the Company, continues to reject the Offer in respect of
his own beneficial holding of 10,000 Indian Film Company Shares.
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 Corporate Finance | |
| (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.
-Ends-
This information is provided by RNS
The company news service from the London Stock Exchange
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