TIDMUMP
RNS Number : 1197Z
UMP PLC
16 September 2009
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")
Notice of Court Meeting of Independent UMP Shareholders, Posting of Scheme
Document and Cancellation of Admission
16 September 2009
Further to the announcement made by the Company on 20 July 2009 concerning the
recommended proposal by UTV Software Communications Limited ("UTV") (the
"Proposal") pursuant to which:
* the holders of the UMP Shares not already owned by UTV (representing
approximately 23.18 per cent. of the entire issued ordinary share capital of
UMP) will, for every 3.75 UMP Shares, receive 1 New UTV Share;
* all the assets and business of UMP will be transferred to UTV; and
* UMP will be dissolved (without winding up) (together the "Scheme"),
the Independent Directors of UMP announce that, on 8 September 2009 the
High Court of Justice in the Isle of Man made an order in connection with the
Scheme, that UMP convene a Court Meeting of UMP Shareholders for the purpose of
considering, and if thought fit, approving the Scheme.
Any capitalised term used but not defined in this announcement shall have the
meaning ascribed to it in the Scheme Document (defined below).
The Proposal
The Proposal values the existing issued ordinary share capital of UMP at
approximately US$271.92 million and each UMP Share at US$2.61 based on the
Indian Closing Price of Rs. 475.00 per UTV Share on 11 September 2009 (being the
last practicable Business Day prior to the publication of the Scheme
Document). The Proposal represents a premium of approximately:
* 27.4 per cent. to the closing middle market price of US$2.05 per UMP Share on 11
September 2009, the latest practicable Business Day prior to the publication of
the Scheme Document; and
* 190.1 per cent. to the closing middle market price of US$0.90 per UMP Share on
15 May 2009, the last Business Day prior to the announcement by UMP that it was
in discussions with its parent, UTV, in relation to a potential offer for UMP.
Notice of Court Meeting of the Independent UMP Shareholders and Posting of
Scheme Document
As described in the Scheme Document, the Scheme will require the approval of the
Independent UMP Shareholders at the Court Meeting. The Court Meeting will be
held at 10.00 a.m. on 14 October 2009 at the offices of Simcocks Advocates
Limited, Ridgeway House, Ridgeway Street, Douglas, Isle of Man IM99 1PY.
A document containing, among other things, the terms of the Scheme, an
Explanatory Statement, notice of the Court Meeting, a timetable of principal
events, and details of the action to be taken by Independent UMP Shareholders
(the "Scheme Document") was posted yesterday to each of the Independent UMP
Shareholders.
The Scheme Document is available on the Company's website at
www.utvmotionpictures.com.
Voting at the Court Meeting
It is important that as many votes as possible are cast at the Court Meeting so
that the Court may be satisfied that there is a fair and reasonable
representation of Independent UMP Shareholder opinion. You are therefore
strongly urged to complete and return your Form of Proxy as soon as possible or,
if you hold your UMP Shares through CREST, to provide your CREST Participant or
broker with your voting instructions in respect of the Court Meeting as soon as
possible.
Under the Isle of Man Companies Act, the Scheme must be approved by a majority
in number of those Independent UMP Shareholders representing 75 per cent. or
more in value of the Independent UMP Shareholders present and voting, either in
person or by proxy, at the Court Meeting.
Timetable
The expected timetable of principal events is as follows:
+--------------------------------------+--------------------------------------+
| Event | Time and/or date |
+--------------------------------------+--------------------------------------+
| Latest time for lodging Form of | 10.00 a.m. on 12 October 2009 |
| Proxy for the Court Meeting (blue | |
| form) | |
+--------------------------------------+--------------------------------------+
| Voting Record Time for Court Meeting | 6.00 p.m. on 12 October 2009 |
+--------------------------------------+--------------------------------------+
| Court Meeting | 10.00 a.m. on 14 October 2009 |
+--------------------------------------+--------------------------------------+
| Indian Court Meeting | 10.30 a.m. (Indian Standard Time) on |
| | |
| | 14 October 2009 |
+--------------------------------------+--------------------------------------+
| The following dates are indicative | |
| only and are subject to change: | |
+--------------------------------------+--------------------------------------+
| Receive FIPB consent | End of October 2009 |
+--------------------------------------+--------------------------------------+
| Receive RBI consent | Early November 2009 |
+--------------------------------------+--------------------------------------+
| Court Hearing to sanction the Scheme | 9.15 a.m. on 10 November 2009 |
+--------------------------------------+--------------------------------------+
| Court Order filed with the Isle of | 13 November 2009 |
| Man Companies Registry | |
+--------------------------------------+--------------------------------------+
| Indian Court Hearing to sanction the | 10 December 2009 |
| Indian Scheme | |
+--------------------------------------+--------------------------------------+
| Latest time for return of Settlement | 6.00 p.m. (Indian Standard Time) on |
| Instruction Forms | 7 January 2010 |
+--------------------------------------+--------------------------------------+
| Last day of dealings in, and for | 7 January 2010 |
| registration of transfers of, UMP | |
| Shares | |
+--------------------------------------+--------------------------------------+
| Scheme Record Time | 6.00 p.m. on 7 January 2010 |
+--------------------------------------+--------------------------------------+
| Indian Court Order registered with | 8 January 2010 |
| the Indian Registrar of Companies | |
+--------------------------------------+--------------------------------------+
| Effective Date of the Scheme | 8 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 | |
+--------------------------------------+--------------------------------------+
| Date for settlement of consideration | Within 14 days after the Effective |
| | Date |
+--------------------------------------+--------------------------------------+
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 dates upon which the consent of the FIPB and RBI will be
received is not yet certain. UMP will make further announcements regarding the
timetable as required.
Cancellation of Admission to Trading on AIM
If the Scheme becomes effective, UMP will be dissolved (without winding up).
Application will be made to the London Stock Exchange for the cancellation of
the UMP Shares from admission to trading on AIM. Based on the current expected
timetable cancellation is expected to occur at 7.00 a.m. on 8 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 (amongst other documents) the Scheme Document will be available for
inspection during normal business hours on Monday to Friday of each week (public
holidays excepted) up to and including the Effective Date at the office of
Simcocks Advocates Limited, Ridgeway House, Ridgeway Street, Douglas, Isle of
Man, IM99 1PY and at the office of Sidley Austin LLP, Woolgate Exchange, 25
Basinghall Street, London EC2V 5HA. Copies of this announcement and the Scheme
Document (amongst other documents) are also 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: +44 (0) 20 7029 8000 |
| (Financial Adviser to UMP) | |
| Julian Culhane | |
| Sarah McNicholas | |
+--------------------------------------+--------------------------------------+
| Grant Thornton | Telephone: +44 (0) 20 7383 5100 |
| (Nominated Adviser to UMP) | |
| Fiona Owen | |
| 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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