Offer wholly unconditional
21 October 2010 - 10:09PM
UK Regulatory
TIDMIFC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BE UNLAWFUL
21 October 2010
Recommended cash offer by RoptonalLimited ("Roptonal") for the entire issued
and to be issued ordinary share capital of The Indian Film CompanyLimited ("The
Indian Film Company")
Offer unconditional in all respects
On 1 October 2010, Roptonal announced a recommended cash offer of 115.56 pence
per Indian Film Company Share (the "Offer Price") for the entire issued and to
be issued ordinary share capital of The Indian Film Company. The Offer Document
containing the formal terms of the Offer was also posted to Indian Film Company
Shareholders on 1 October 2010.
As at 5.00 pm on 20 October 2010, Roptonal had received valid acceptances of
the Offer in respect of 41,678,441 Indian Film Company Shares representing, in
total, approximately 75.77 per cent. of The Indian Film Company's issued share
capital. With the acquisition of 10,000,000 Indian Film Company Shares
(representing approximately 18.18 per cent. of The Indian Film Company's issued
share capital) on 20 October 2010, as referred to below, Roptonal now owns, has
acquired or has received valid acceptances of the Offer in respect of
51,678,441 Indian Film Company Shares representing, in aggregate, approximately
93.95 per cent. of The Indian Film Company's issued share capital. The Offer
has accordingly become unconditional as to acceptances. The Roptonal Board is
pleased to announce that, all of the conditions to the Offer having now been
satisfied or waived, the Offer is unconditional in all respects. The Offer will
remain open for acceptance until further notice.
Prior to making the Offer, Roptonal had obtained irrevocable undertakings to
accept, or procure the acceptance of, the Offer from certain Indian Film
Company Shareholders in respect of 49,526,180 Indian Film Company Shares
representing, in aggregate, approximately 90.05 per cent. of the issued share
capital of The Indian Film Company.
In respect of Indian Film Company Shares which are the subject of irrevocable
undertakings, Roptonal had at 5.00 pm on 20 October 2010 received valid
acceptances in respect of 39,526,180 Indian Film Company Shares, representing
approximately 71.87 per cent. of the issued share capital of The Indian Film
Company.
Of these, acceptances in respect of 36,709,742 Indian Film Company Shares
(representing approximately 66.74 per cent. of The Indian Film Company's issued
share capital) were received from persons acting in concert with Roptonal and
each of these acceptances will be counted towards the satisfaction of the
acceptance condition under the Offer.
In addition, in accordance with the terms of the irrevocable undertaking given
by Network 18 Media & Investments Limited, on 20 October 2010, Roptonal
exercised an option to acquire the 10,000,000 Indian Film Company Shares
(representing approximately 18.18 per cent. of the issued share capital of The
Indian Film Company) which were owned by Network 18 Media at the Offer Price.
These shares were acquired through an on-market purchase effected on 20 October
2010.
Save as disclosed in this announcement, neither Roptonal, nor any person acting
in concert with Roptonal, is interested in or has any rights to subscribe for
any Indian Film Company Shares nor does any such person have any short position
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement in relation
to Indian Film Company Shares. For these purposes, "arrangement" includes any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery of Indian Film Company Shares and any borrowing or
lending of Indian Film Company Shares which have not been on-lent or sold and
any outstanding irrevocable commitment or letter of intent with respect to
Indian Film Company Shares.
Consideration
Settlement of the consideration due to Indian Film Company Shareholders who
have already provided valid and complete acceptances under the Offer will be
despatched (or in respect of Indian Film Company Shares held in uncertificated
form, credited through CREST) by 4 November 2010. The consideration due to
Indian Film Company Shareholders who provide valid and complete acceptances
under the Offer after the date of this announcement will be despatched (or in
respect of Indian Film Company Shares held in uncertificated form, credited
through CREST) within 14 days of the date on which such acceptances are
received or, in the case of electronic acceptances, made.
Compulsory acquisition and cancellation of admission to AIM
Roptonal confirms its intention, as set out in the Offer Document, to apply the
provisions of Part XVIII of The Companies (Guernsey) Law 2008 to acquire
compulsorily any Indian Film Company Shares in respect of which it has not
received valid acceptances or which it has not otherwise acquired.
Accordingly, Roptonal will today be posting statutory notices under The
Companies (Guernsey) Law 2008 to Indian Film Company Shareholders who have not
yet validly accepted the Offer, informing such Indian Film Company Shareholders
that it will compulsorily acquire their Indian Film Company Shares under the
provisions of the Companies (Guernsey) Law 2008. The compulsory acquisition
procedure is expected to be completed on, or shortly after 21 November 2010.
As contemplated in the Offer Document, Roptonal intends to procure that an
application will be made to the London Stock Exchange for the cancellation of
the trading of the Indian Film Company Shares on AIM. It is expected that such
cancellation will take effect no earlier than 19 November 2010, being the date
20 business days after the date on which the Offer became unconditional in all
respects.
Acceptance of the Offer
To accept the Offer in respect of Indian Film Company Shares in certificated
form, the Form of Acceptance must be completed, signed and returned together
with your definitive share certificate(s) and/or other document(s) of title as
soon as possible so as to be received by post by Computershare Investor
Services PLC, Corporate Actions Projects, Bristol, BS13 6AH or (during the
hours of 9.00 a.m. to 5.00 p.m. only) by hand to Computershare Investors
Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The
procedure for acceptance of the Offer in respect of certificated Indian Film
Company Shares is set out in paragraph 13(a) of Part II of the Offer Document
and in the Form of Acceptance.
To accept the Offer in respect of Indian Film Company Shares in uncertificated
form, acceptances should be made electronically through CREST. The procedure
for acceptance of the Offer in respect of Indian Film Company Shares in
uncertificated form is set out in paragraph 13(b) of Part II of the Offer
Document.
If a holder of Indian Film Company Shares is in any doubt about the Offer and/
or any action he should take, he is recommended to seek his own personal
financial advice immediately from an independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 who specialises in
advising upon investment in shares and other securities if he is in the United
Kingdom or, if not in the United Kingdom, from another appropriately authorised
financial adviser in his own jurisdiction.
Further Information
Copies of the Offer Document and the Form of Acceptance are available (during
normal business hours) from Computershare Investor Services PLC, Corporate
Actions Projects, Bristol, BS13 6AH.
A copy of all announcements made by Roptonal and documents sent by Roptonal,
including the Offer Document and this announcement, are available at The Indian
Film Company's website at: http://www.theindianfilmcompany.com
The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 1 October 2010.
ENQUIRIES
Roptonal
Anuj Poddar +91 22 6654 7710
Cairn Financial Advisers LLP
(Financial adviser to Roptonal)
Tony Rawlinson +44 (0) 207 148 7900
Cairn Financial Advisers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority is acting exclusively for Roptonal
and Viacom 18 Media and no one else in connection with the Offer and will not
be responsible to anyone other than Roptonal and Viacom 18 Media for providing
the protections afforded to clients of Cairn Financial Advisers LLP or for
providing advice in connection with the Offer.
The Roptonal Directors and the Viacom 18 Media Directors accept responsibility
for the information contained in this announcement. To the best of the
knowledge and belief of the Roptonal Directors and the Viacom 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.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer is made solely by means of the Offer
Document and (in respect of certificated Indian Film Company Shares) the Form
of Acceptance, which contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
Unless otherwise determined by Roptonal and permitted by applicable law and
regulation, the Offer will not be 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 a Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from a Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from a
Restricted Jurisdiction. Doing so may render invalid any purported acceptance
of the Offer. The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
Rule 19.11 disclosure
In accordance with Rule 19.11 of the Code, a copy of this Announcement will be
published on the following website: http://www.theindianfilmcompany.com
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make
an Opening Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any Offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
END
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