TIDMIFC
PART I
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
RESTRICTED JURISDICTION
FOR IMMEDIATE RELEASE
1 October 2010
Recommended Cash Offer
for
The Indian Film Company Limited
by
Roptonal Limited
(a subsidiary of Viacom 18 Media Private Limited)
advised by Cairn Financial Advisers LLP
This announcement has been reissued to include related party disclosure. It is
identical in all respects to the announcement made by Roptonal Limited at 18.39
on 1 October 2010.
Summary of the Offer
The board of directors ("Roptonal Board") of Roptonal Limited ("Roptonal") and
the Independent Directors of The Indian Film Company Limited ("The Indian Film
Company" or "Indian Film Company") are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be made by
Roptonal to acquire the entire issued and to be issued share capital of The
Indian Film Company (the "Offer").
Under the terms of the Offer, Indian Film Company Shareholders will be entitled
to receive 115.56 pence each in cash per Indian Film Company Share.
The Offer values the entire issued and to be issued share capital of The Indian
Film Company at approximately GBP63.5 million. The price per Indian Film Company
Share is equivalent to the net asset value per share as at 31 March 2010.
The Offer represents a premium of approximately 208 per cent. to the closing
mid-market price of 37.5 pence per Indian Film Company Share on 2 July 2010,
being the last business day prior to the date on which Viacom 18 Media first
announced that it was considering making an offer for The Indian Film Company.
The Independent Directors of The Indian Film Company, who have been so advised
by Elara Capital, believe the terms of the Offer to be fair and reasonable and
intend unanimously to recommend that Indian Film Company Shareholders accept
the Offer. In providing advice to the Independent Directors, Elara Capital has
taken into account the commercial assessments of the Independent Directors.
As at the date of this announcement, Roptonal and persons acting in concert
with it (which include the Network 18 Parties and Viacom Brand Solutions) are
interested in 46,709,742 Indian Film Company Shares representing 84.93 per
cent. of the issued share capital of The Indian Film Company.
Roptonal has received irrevocable undertakings (including undertakings from the
Network 18 Parties and Viacom Brand Solutions) to accept the Offer in respect
of a total of 49,526,180 Indian Film Company Shares, representing, in
aggregate, approximately 90.05 per cent. of The Indian Film Company's existing
issued share capital.
The Offer will be subject to the conditions and further terms set out in
Appendix I to this announcement and to the further terms to be set out in the
Offer Document and in the Form of Acceptance (where applicable). Terms used in
this summary shall have the same meaning given to them in the full
announcement. Appendix II to this announcement contains details of the bases
and sources of information set out in this announcement and Appendix III
contains definitions of certain expressions used in this summary and the
following announcement.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement, including the appendices. Please read the
Offer Document carefully and in its entirety before making a decision with
respect to the Offer.
It is expected that the Offer Document will be posted to Indian Film Company
Shareholders later today.
Enquiries:
Roptonal
Anuj Poddar +91 22 6654 7710
Cairn Financial Advisers LLP
(Financial adviser to Roptonal)
Tony Rawlinson +44 (0)207 148 7900
The Indian Film Company Limited
Alok Verma +44 (0)207 079 8888
Elara Capital
(Financial adviser to The Indian
Film Company)
Pooja Agrawal +44 (0)207 486 9733
Nominated Adviser to The Indian
Film Company
Grant Thornton Corporate Finance
Fiona Owen, Sam Khawaja +44 (0)207 383 5100
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 in connection with the Offer and no one else, 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 nor for
providing advice in relation to the Offer, nor the contents of this
announcement nor any arrangement referred to herein.
Cairn Financial Advisers LLP has given and not withdrawn its written consent to
the release of this announcement with the inclusion of the references to its
name in the form and context in which they are included.
Elara Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for The Indian Film Company
and no-one else in connection with the Offer and will not be responsible to
anyone other than The Indian Film Company for providing the protections
afforded to clients of Elara Capital or for giving advice in relation to the
Offer or the content of, or any matter or arrangement referred to in, this
announcement.
Elara Capital has given and not withdrawn its written consent to the release of
this announcement with the inclusion of the references to its name in the form
and context in which they are included.
The Roptonal Directors and the Viacom 18 Media Directors accept responsibility
for the information contained in this announcement, save for the information on
The Indian Film Company and its directors. 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.
The Indian Film Company Directors accept responsibility for the information
contained in this announcement relating to The Indian Film Company and its
directors save for the recommendation in relation to the Offer by the
Independent Directors. To the best of the knowledge and belief of the Indian
Film Company Directors (each of whom has taken all reasonable care to ensure
that such is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Independent Directors accept responsibility for their recommendation in
relation to the Offer.
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 in, into or from 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, into or from 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 Restricted Jurisdictions and cannot be accepted by any
such use, means, instrumentality or facility or from within any of the
Restricted Jurisdictions.
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 will be made solely by the Offer Document and (in
respect of Indian Film Company Shares held in certificated form) the Form of
Acceptance accompanying it, which will contain the full terms and conditions of
the Offer, including details of how the Offer may be accepted.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Roptonal, Viacom
18 Media and The Indian Film Company and certain plans and objectives of the
boards of directors of Roptonal, Viacom 18 Media and The Indian Film Company.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "continue", "believe", "will", "may", "should", "would",
"could" or other words of similar meaning. These statements are based on
assumptions and assessments made by the boards of directors of Roptonal, Viacom
18 Media and The Indian Film Company in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in or implied by, such forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. No Roptonal Director, Viacom 18 Media
Director, Indian Film Company Director and neither Roptonal nor Viacom 18 Media
nor The Indian Film Company assume any obligation to update or correct the
information contained in this announcement.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date. Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of The Indian Film
Company, Roptonal or Viacom 18 Media or the Enlarged Group except where
otherwise stated.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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%
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.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
available on The Indian Film Company's website on www.theindianfilmcompany.com
by no later than 12 noon on 4 October 2010.
PART II
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
RESTRICTED JURISDICTION
FOR IMMEDIATE RELEASE
1 October 2010
Recommended Cash Offer
for
The Indian Film Company Limited
by
Roptonal Limited
(a subsidiary of Viacom 18 Media Private Limited)
advised by Cairn Financial Advisers LLP
1. Introduction
The Roptonal Board and the Independent Directors of The Indian Film Company are
pleased to announce the terms of a recommended cash offer by Roptonal for the
entire issued and to be issued share capital of The Indian Film Company at a
price of 115.56 pence per Indian Film Company Share. Roptonal is a wholly owned
subsidiary of Viacom 18 Media, a 50/50 joint venture vehicle owned by members
of the Viacom Group and the Network 18 Group. The Offer values the entire
issued and to be issued share capital of Indian Film Company at approximately GBP
63.5 million.
2. The Offer
The Offer is being made on the following basis:
for each Indian Film Company Share 115.56 pence in cash
The Offer represents a premium of approximately 208 per cent. to the closing
mid-market price of 37.50 pence per Indian Film Company Share on 2 July 2010,
being the last business day prior to the date on which Viacom 18 Media first
announced that it was considering making an offer for The Indian Film Company.
Indian Film Company Shares will be acquired by Roptonal fully paid with full
title guarantee and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other third party rights or
interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including, without limitation, voting rights and
the right to receive and retain in full all dividends and other distributions
(if any) declared, made or paid on or after 1 October 2010.
The Offer will extend to all Indian Film Company Shares unconditionally
allotted or issued after 1 October 2010 and before the time at which the Offer
ceases to be open for acceptance (or before such earlier time as Roptonal may,
in accordance with the terms and conditions of the Offer, and subject to the
rules of the Code, decide).
The conditions of the Offer are set out in Appendix I of this announcement and
the Offer will be subject to those conditions and the further terms to be set
out in the Offer Document and, where applicable, in the Form of Acceptance.
3. Recommendation
The Independent Directors, who have been so advised by Elara Capital, believe
the terms of the Offer to be fair and reasonable. In providing advice to the
Independent Directors, Elara Capital has taken into account the commercial
assessments of the Independent Directors.
Accordingly, the Independent Directors unanimously intend to recommend that
Indian Film Company Shareholders accept the Offer as the Interested Director
has irrevocably undertaken to do in respect of his own beneficial holding,
which amounts, in aggregate, to 10,000 Indian Film Company Shares, representing
approximately 0.02 per cent. of the existing issued share capital of The Indian
Film Company.
4. Irrevocable Undertakings
Various Indian Film Company Shareholders (including the Network 18 Parties,
Viacom Brand Solutions and the Interested Director) have given irrevocable
undertakings to accept (or procure the acceptance of) the Offer in respect of a
total of 49,526,180 Indian Film Company Shares (representing approximately
90.05 per cent. of the existing issued share capital of The Indian Film
Company). Details of these irrevocable undertakings are as follows:-
Name of Shareholder Number of Indian Film Percentage of existing
Company Shares issued share capital of
The Indian Film Company
Network 18 Media 10,000,000 18.18
BK Media 1,900,000 3.45
Network 18 Holdings 32,309,742 58.75
Viacom Brand 2,500,000 4.55
Solutions
Elara Capital 1,445,438 2.63
Peter Radford 10,000 0.02
Ishin MAC 90 Limited 315,000 0.57
Ishin Master Fund 585,000 1.07
Limited
Oyster Bay Fund 250,000 0.45
Limited
Octopus VC Limited 211,000 0.38
All of the above irrevocable undertakings continue to be binding in the event
that a third party makes an offer for The Indian Film Company.
Under the terms of the irrevocable undertaking to accept the Offer given by
Network 18 Media (the "Network 18 Media Irrevocable"), Roptonal has also been
granted an option to acquire all of the Indian Film Company Shares owned by
Network 18 Media in the market at the same price as that payable under the
Offer. The option granted to Roptonal under the Network 18 Media Irrevocable is
only exercisable if Roptonal is in a position to declare the Offer wholly
unconditional upon completion of the acquisition of the relevant Indian Film
Company Shares and Network 18 Media has not by such date delivered its
acceptance of the Offer pursuant to the Network 18 Media Irrevocable.
5. Information on Roptonal, Viacom 18 Media and the Viacom 18 Parties
(i) Roptonal
Roptonal is a wholly owned subsidiary of Viacom 18 Media which was incorporated
under the Companies Law, Cap 113 (Cypriot Law) in the Republic of Cyprus on 9
August 2010. It was acquired by Viacom 18 Media for the purposes of making the
Offer and has not traded since incorporation.
(ii) Viacom 18 Media
Viacom 18 Media is a 50/50 joint venture operation in India between the Viacom
Group and the Network 18 Group. The joint venture has rights to, or distributes
or licenses leading brands across television, film and digital media
representing one of India's leading multimedia entertainment businesses. These
include:
* one of India's leading youth brands - MTV;
* one of India's leading kids' channels - Nick;
* one of India's leading International Music & Lifestyle channels - VH1; and
* the popular Hindi General Entertainment channel - COLORS.
Through its operating division, Studio 18, Viacom 18 Media also provides
production and distribution services for Hindi films.
Further, in addition to expanding the existing businesses in India, Viacom 18
Media intends to launch a suite of niche channels and digital offerings in
India to expand its footprint in the entertainment space.
Viacom 18 Media is owned as to 50 per cent. by MTV Asia Ventures (India) Pte
Limited, a wholly owned indirect subsidiary of Viacom and as to 50 per cent. by
ibn Broadcast, the ultimate controlling shareholder of which is Network 18
Media. Viacom 18 Media thus brings together two partners, forming an
entertainment conglomerate that the Viacom 18 Media Directors believe has a
competitive advantage in serving the needs of both viewers and advertisers.
Viacom 18 Media has recently published its accounts for the year ended 31 March
2010. These showed gross income of Rs 8,359 million (approximately GBP116
million) and, at the year end, net worth of approximately Rs 2,176 million
(approximately GBP30 million).
(iii) Viacom Inc.
Viacom (NYSE: VIA, VIA.B), had a market capitalisation of approximately US$ 22
billion as at 27 September 2010. Viacom consists of BET Networks, MTV Networks
and Paramount Pictures and is a leading global entertainment content company.
It engages audiences on television, motion picture and digital platforms
through many of the world's best known entertainment brands, including MTV,
VH1, CMT, Palladia, Logo, Nickelodeon, Nick at Nite, Nick Jr., TeenNick,
Nicktoons, COMEDY CENTRAL, Spike TV, TV Land, BET, CENTRIC, Rock Band,
AddictingGames, Atom, Neopets, Shockwave and Paramount Pictures. Viacom's
global reach includes approximately 170 channels and 500 digital media
properties in more than 160 countries and territories.
For the year ended 31 December 2009, Viacom reported gross income of US$ 13,619
million (approximately GBP8,827 million) and, at the year end, net worth of US$
8,677 million (approximately GBP5,624 million). Further information on Viacom can
be found at www.viacom.com.
(iv) Viacom Brand Solutions
Viacom Brand Solutions is an indirect wholly owned subsidiary of Viacom which
holds interests in various investments of Viacom, including 2,500,000 Indian
Film Company Shares.
(v) Network 18 Media
Network 18 Media is one of India's leading full play media conglomerates with
interests in television, print, internet, filmed entertainment, mobile content
and allied businesses. Through its holding in Television Eighteen India Ltd
("TV18") Network 18 Media operates one of India's leading business news
television channels, CNBC-TV18 and CNBC Awaaz. TV-18, a subsidiary of Network
18 Media, also owns one of India's largest Internet players - Web18, as well as
one of India's leading real time financial information and news terminals
businesses - Newswire18. TV18 expanded into print with the acquisition of
Infomedia18, one of India's leading players in the special interest publishing
and printing operations space. Network18 Media, through its holding in ibn
Broadcast, operates in the general news and entertainment space with one of
India's leading general news channels CNN-IBN and IBN7. ibn Broadcast had
launched IBN Lokmat, a Marathi news channel in partnership with the Lokmat
group. ibn Broadcast also operates the joint venture with Viacom in the general
entertainment space that is Viacom 18 Media. Additionally, Network 18 Media
(through its subsidiary) holds a majority stake in the Network 18 Group's
online and on-air home shopping venture, that is Homeshop18. Network 18 Media
also houses the events management venture that is E18 and sports management and
marketing venture, that is Sports18. Network 18 Group has also launched Forbes
India, the nation's first local edition of a foreign news magazine title and a
leading global business brand, in collaboration with Forbes Media.
Network 18 Media has announced plans for restructuring of the group's
businesses. Pursuant to the restructuring, the broadcasting businesses of the
group are intended to be housed in ibn Broadcast and other businesses are
intended to be housed in Network 18 Media. The restructuring is expected to
result in creating two primary listed entities, and reorganize the other
businesses. The restructuring is subject to court, shareholders, regulatory and
other necessary approvals in India.
Network 18 Group recently announced a tie-up with Sun Networks in India to
enter into the television distribution space. The group has also entered into a
joint venture with A&E Television Networks ("AETN") for launch of AETN group
channels in India.
For the year ended 31 March 2010, Network 18 Media reported gross income of Rs
14,259 million (approximately GBP 198 million) and, at the year end, net worth of
Rs 11,562 million (approximately GBP 161 million). Further financial information
on Network 18 Media can be found at www.network18online.com.
(vi) ibn Broadcast
ibn Broadcast operates in the general news and entertainment space through one
of India's leading general news channels CNN-IBN and IBN7 and had launched IBN
Lokmat, a Marathi news channel in partnership with the Lokmat group. Ibn
Broadcast is also the company through which the Network 18 Group holds its
interest in Viacom 18 Media.
(vii) Raghav Bahl
Raghav Bahl holds a Bachelor's degree in Economics from St. Stephens College,
University of Delhi and holds a Master's degree in Business Administration from
the University of Delhi. He also attended a doctoral program at the Graduate
School of Business, Columbia University, New York. Raghav Bahl has over 22
years of experience in the fields of television and journalism. He began his
career as a management consultant with A. F. Ferguson & Company. He founded
TV18 (now Network 18 Group) in 1993 and has been instrumental in establishing
partnerships with media conglomerates such as NBC Universal, Viacom, Time
Warner and Forbes. He won the Sanskriti Award for Journalism in 1994. Mr. Bahl
was honoured as a Global Leader of Tomorrow by the World Economic Forum. He was
also selected by Ernst & Young as the Entrepreneur of The Year (2007) for
Business Transformation.
(viii) BK Media
BK Media is a private investment company owned by BK Media Private Limited
(India) which is held 100% by Mr. Raghav Bahl and his wife, Ms. Ritu Kapur.
(ix) Network 18 Holdings
Network 18 Holdings is an existing subsidiary of Network 18 Media. Network 18
Holdings is owned as to 99.99 per cent. by Network 18 Media and as to 0.01 per
cent. by Television Eighteen Mauritius Limited (another Network 18 Group
company). It is the holding company of TV18 HSN Holdings Limited, which in turn
owns 100 per cent. of the issued equity share capital of TV18 Home Shopping
Network Limited, which operates a home shopping service under the brand
"Homeshop18". Network 18 Holdings was also the vehicle through which the
Mandatory Offer was made in 2009.
6. Interests of the Viacom 18 Parties in The Indian Film Company
As at the date of this announcement, neither Roptonal nor Viacom 18 Media owned
any Indian Film Company Shares. However, as at the date of this announcement,
the interests of the other Viacom 18 Parties are as follows:
* Network 18 Holdings owns 32,309,742 Indian Film Company Shares.
* Network 18 Media owns 10,000,000 Indian Film Company Shares.
* BK Media owns 1,900,000 Indian Film Company Shares.
* Viacom Brand Solutions owns 2,500,000 Indian Film Company Shares.
The above Indian Film Company Shares total, in aggregate, 46,709,742 Indian
Film Company Shares and together represent approximately 84.93 per cent. of the
issued share capital of The Indian Film Company and each of the above Viacom 18
Parties has entered into an irrevocable undertaking to accept the Offer in
respect of all of their Indian Film Company Shares.
Save as set out above, neither Roptonal nor, so far as Roptonal is aware, any
person acting or deemed to be acting in concert with Roptonal, has any interest
in any Indian Film Company Shares or in any securities convertible or
exchangeable into Indian Film Company Shares ("Relevant Indian Film Company
Securities") or has any rights to subscribe for Relevant Indian Film Company
Securities or holds any short position in relation to Relevant Indian Film
Company Securities (whether conditional or absolute and whether in the money or
otherwise) including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery, or has borrowed or lent any Relevant Indian Film Company
Securities (save for borrowed Indian Film Company Shares which have been either
on-lent or sold) or has any arrangement in relation to Relevant Indian Film
Company Securities. For these purposes, "arrangement" includes indemnity or
option arrangements and any agreement or understanding, formal or informal, of
whatever nature, relating to Relevant Indian Film Company Securities which may
be an inducement to deal or refrain from dealing in such securities. In the
interests of secrecy prior to this announcement, Roptonal has not made any
enquiries in this respect of certain parties which are or may be deemed to be
acting in concert with it for the purposes of the Offer. If such enquiries,
which are now being made, reveal any relevant additional interests, the same
will be discussed with the Panel and, if appropriate, will be disclosed to
Indian Film Company Shareholders.
7. Information on The Indian Film Company
The Indian Film Company was incorporated in 2007 and established as a
registered closed ended investment fund to make investments in both Indian
films and films primarily targeted at the Indian audience. The shares of The
Indian Film Company were admitted to trading on the AIM market of the London
Stock Exchange on 18 June 2007. The Indian Film Company operates as an
externally managed India-focused motion picture company with outsourced
production and distribution functions. The Indian Film Company was specifically
created to invest in a portfolio of Indian films and films primarily targeted
at the Indian audience of varying genre, language and budget. The Indian Film
Company benefits from a special relationship with Studio 18, a division of
Viacom 18 Media. Studio 18 was launched in June 2006 as a full production,
co-production, marketing and global distribution platform. The Indian Film
Company has first right of refusal on any film project originated by Studio 18,
although The Indian Film Company also retains the flexibility to explore and
invest in film projects generated by other production companies.
On 30 July 2009, Network 18 Holdings announced the terms of a mandatory cash
offer for The Indian Film Company at a price of 40 pence per Indian Film
Company Share. The Mandatory Offer closed on 7 September 2009, with Network 18
Holdings and the other Network 18 Parties owning 44,209,742 Indian Film Company
Shares, representing approximately 80.38 per cent. of the issued share capital
of The Indian Film Company.
As at 31 March 2010, the Indian Film Company Group held investments with a
carrying value of GBP45.87 million (at 31 March 2009: GBP52.06 million). The Indian
Film Company Group recorded a loss after tax for the year ended 31 March 2010
of GBP4.56 million (period to 31 March 2009: profit GBP3.89 million) giving a loss
per share of 8.29 pence (2009: earnings of 7.07 pence). The Indian Film Company
Group's net asset value as at 31 March 2010 was 115.56 pence per Indian Film
Company Share (2009: 117.32 pence).
The trading environment has been a challenging one for The Indian Film Company
over the past two years and as noted in The Indian Film Company's 2010 annual
report and accounts there was a sharp decline throughout the film industry due
to, among other things, the weaker economic environment worldwide. Furthermore,
the film industry was hit by the standoff between the film producers and the
multiplex owners which led to a slowdown of activity within the sector.
The Indian Film Company continues to be focused on delivering high quality
content to the industry while creating further value for the business.
8. Background to and reasons for the Offer
Roptonal believes that the acquisition of The Indian Film Company by Roptonal
would enhance Viacom 18 Media's planned expansion in the entertainment space.
The Viacom 18 Media Directors and the Roptonal Directors believe that it would
be beneficial for The Indian Film Company to be owned by a leading player in
the Indian entertainment space and to obtain direct benefits of the synergies
of all the other entertainment properties and businesses of Viacom 18 Media.
If the Offer becomes unconditional in all respects, Roptonal intends to review
the corporate structure of the Indian Film Company Group. In such
circumstances, Roptonal has indicated that the existing investment management
agreement with The Indian Film Company's investment manager may be modified or
terminated.
9. Financing of the Offer
The Offer is being financed through existing financial resources available to
Roptonal. Cairn Financial Advisers, as financial adviser to Roptonal, is
satisfied that sufficient resources are available to Roptonal to satisfy in
full the cash consideration payable to Indian Film Company Shareholders
assuming full acceptance of the Offer.
10. Management and employees
If the Offer becomes unconditional in all respects, The Indian Film Company is
expected to become a wholly owned subsidiary of Roptonal, and consequently
Roptonal intends to review the constitution of the board of The Indian Film
Company according to Viacom 18 Media's business and management needs, ensuring
full compliance with all applicable laws and regulations.
Roptonal will ensure that the existing contractual, employment and pension
rights of all employees and management of the Indian Film Company Group will be
fully safeguarded.
11. Cancellation of Admission to trading on AIM and compulsory acquisition
It is Roptonal's current intention that if the Offer becomes unconditional in
all respects, application will be made to the London Stock Exchange for
cancellation of the admission to trading on AIM of all Indian Film Company
Shares. If such application is made, it is anticipated that cancellation of
admission to trading would take effect no earlier than 20 Business Days after
the date upon which the Offer becomes or is declared unconditional in all
respects. Any cancellation of the admission of Indian Film Company Shares to
trading on AIM would significantly reduce the liquidity and marketability of
any Indian Film Company Shares not assented to the Offer.
If Roptonal receives valid acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of Indian Film Company Shares, it
intends to exercise its rights under Part XVIII of the Companies Law to acquire
compulsorily the remaining Indian Film Company Shares in respect of which the
Offer has not been accepted.
12. Overseas Indian Film Company Shareholders
The availability of the Offer to persons not resident in the United Kingdom or
who are subject to the laws of any jurisdiction other than the United Kingdom
may be affected by the laws of the relevant jurisdictions. Such persons should
inform themselves about and observe any applicable legal or regulatory
requirements. Further details in relation to Overseas Indian Film Company
Shareholders will be set out in the Offer Document.
It is the responsibility of any Overseas Indian Film Company Shareholders
wishing to accept the Offer to satisfy themselves as to the full observance of
the laws and regulatory requirements of the relevant territory in connection
therewith, including the obtaining of any government, exchange control or other
consents which may be required or the compliance with other necessary
formalities needing to be observed and the payment of any issue, transfer or
other taxes or duties due in such jurisdiction.
13. General
This announcement does not constitute an offer to purchase or an invitation to
sell any Indian Film Company Shares and any response to the Offer should be
made only on the basis of information to be contained in the Offer Document and
(in respect of Indian Film Company Shares held in certificated form) in the
Form of Acceptance.
The full terms and conditions of the Offer will be set out in the Offer
Document and (in relation to Indian Film Company Shares held in certificated
form) the Form of Acceptance which will accompany it. In deciding whether or
not to accept the Offer, Indian Film Company Shareholders must rely solely on
the terms and conditions of the Offer and the information contained, and the
procedures described, in the Offer Document (in relation to Indian Film Company
Shares held in certificated form) and the Form of Acceptance.
Indian Film Company Shareholders are advised to read the Offer Document and the
Form of Acceptance carefully once these have been despatched. It is anticipated
that the Offer Document will be despatched to Indian Film Company Shareholders
(other than Indian Film Company Shareholders in a Restricted Jurisdiction)
later today, but in any event within twenty eight days of the date of this
announcement.
The Offer will be governed by English law and be subject to the applicable
requirements of the Code, the Panel and the London Stock Exchange.
Appendix I to this announcement contains the conditions to and a summary of
certain further terms of the Offer, Appendix II contains details of the bases
and sources of information set out in this announcement and Appendix III
contains definitions of certain expressions used in this announcement.
All times referred to are London times unless otherwise stated.
Enquiries:
Roptonal
Anuj Poddar +91 22 6654 7710
Cairn Financial Advisers LLP
(Financial adviser to Roptonal)
Tony Rawlinson +44 (0)207 148 7900
The Indian Film Company
Alok Verma +44 (0)20 7079 8888
Elara Capital
(Financial adviser to The Indian
Film Company)
Pooja Agrawal +44 (0)20 7486 9733
Nominated Adviser to The Indian
Film Company Limited
Grant Thornton Corporate Finance
Fiona Owen, Sam Khawaja +44 (0)20 7383 5100
Cairn Financial Advisers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Roptonal
and Viacom18 Media in connection with the Offer and no one else, and will not
be responsible to anyone other than Roptonal and Viacom18 Media for providing
the protections afforded to clients of Cairn Financial Advisers LLP nor for
providing advice in relation to the Offer, nor the contents of this
announcement nor any arrangement referred to herein.
Cairn Financial Advisers LLP has given and not withdrawn its written consent to
the release of this announcement with the inclusion of the references to its
name in the form and context in which they are included.
Elara Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for The Indian Film Company
and no-one else in connection with the Offer and will not be responsible to
anyone other than The Indian Film Company for providing the protections
afforded to clients of Elara Capital or for giving advice in relation to the
Offer or the content of, or any matter or arrangement referred to in, this
announcement.
Elara Capital has given and not withdrawn its written consent to the release of
this announcement with the inclusion of the references to its name in the form
and context in which they are included.
The Roptonal Directors and the Viacom 18 Media Directors accept responsibility
for the information contained in this announcement, save for the information on
The Indian Film Company and its directors. 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.
The Indian Film Company Directors accept responsibility for the information
contained in this announcement relating to The Indian Film Company and its
directors. To the best of the knowledge and belief of the Indian Film Company
Directors (each of whom has taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Independent Directors accept responsibility for their recommendation in
relation to the Offer.
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 in, into or from 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, into or from 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 Restricted Jurisdictions and cannot be accepted by any
such use, means, instrumentality or facility or from within any of the
Restricted Jurisdictions.
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 will be made solely by the Offer Document and (in
respect of Indian Film Company Shares held in certificated form) the Form of
Acceptance accompanying it, which will contain the full terms and conditions of
the Offer, including details of how the Offer may be accepted.
Cautionary Note Regarding Forward-Looking Statements.
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Roptonal, Viacom
18 Media and The Indian Film Company and certain plans and objectives of the
boards of directors of Roptonal, Viacom 18 Media and The Indian Film Company.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "continue", "believe", "will", "may", "should", "would",
"could" or other words of similar meaning. These statements are based on
assumptions and assessments made by the boards of directors of Roptonal, Viacom
18 Media and The Indian Film Company in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in, or implied by, such forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. No Roptonal Director, Viacom 18 Media
Director, Indian Film Company Director and neither Roptonal nor Viacom 18 Media
nor The Indian Film Company assume any obligation to update or correct the
information contained in this announcement.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date. Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of The Indian Film
Company, Roptonal or Viacom 18 Media or the Enlarged Group except where
otherwise stated.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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%
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.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
available on The Indian Film Company's website on www.theindianfilmcompany.com
by no later than 12 noon on 4 October 2010.
APPENDIX I - CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A
Conditions of the Offer
The Offer will be subject to the following conditions having been satisfied or
waived:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
1.00 p.m. (London time) on the first closing date of the Offer (or such later
time(s) and/or date(s) as Roptonal may, with the consent of the Panel or in
accordance with the rules of the Code, decide) in respect of not less than 90
per cent, (or such lesser percentage as Roptonal may decide) of the issued
Indian Film Company Shares, provided that this condition will not be satisfied
unless Roptonal shall have acquired or agreed to acquire, whether pursuant to
the Offer or otherwise, Indian Film Company Shares carrying, in aggregate, more
than 50 per cent, of the voting rights then normally exercisable at a general
meeting of Indian Film Company (on such basis as may be required by the Panel,
including for this purpose (to the extent, if any, required by the Panel) any
voting rights attaching to any Indian Film Company Shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise) and for this purpose shares which have
been unconditionally allotted shall be deemed to carry the voting rights which
they will carry upon issue;
(b) no Relevant Authority having, without the consent or agreement of Roptonal,
decided to take, institute, implement or threaten any action, suit, proceeding,
investigation, enquiry or reference, or made, proposed or enacted any statute,
regulation, decision or order (and, in each case, not having irrevocably
withdrawn the same), or required any action to be taken or information to be
provided, or otherwise having taken any other action, and there not continuing
to be in force any statute, regulation, rule, order or decision that, in any
such case, will or could reasonably be expected (in any such case to an extent
which is material in the context of either the Wider Viacom 18 Group or the
Wider Indian Film Company Group, as the case may be, taken as a whole) to:
(i) make the Offer or its implementation or the acquisition or proposed
acquisition by Roptonal of any Indian Film Company Shares or control or
management of Indian Film Company or any member of the Wider Indian Film
Company Group or the Wider Viacom 18 Group void, voidable, unenforceable or
illegal under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit or delay, or impose additional or
amended conditions or obligations with respect to, or otherwise challenge or
interfere with, any of the foregoing; or
(ii) require, prevent, delay or restrict, or alter the proposed terms for, the
divestiture by any member of the Wider Viacom 18 Group or any member of the
Wider Indian Film Company Group of all or any part of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct or to own, use or operate all or any part of the respective
businesses, assets or properties owned by, or the use or operation of which is
enjoyed by, any of them, or result in any of them ceasing to be able to carry
on business, or being restricted in its carrying on of business, under any name
under which it currently does so; or
(iii)impose any limitation on the ability of any member of the Wider Viacom 18
Group or any member of the Wider Indian Film Company Group, directly or
indirectly, to acquire or to hold or to exercise effectively any rights of
ownership of shares or other securities (or the equivalent) in any member of
the Wider Indian Film Company Group or the Wider Viacom 18 Group or to exercise
management or voting control over any member of the Wider Indian Film Company
Group or the Wider Viacom 18 Group; or
(iv) require any member of the Wider Indian Film Company Group or any member of
the Wider Viacom 18 Group to acquire, or to offer to acquire, any shares or
other securities or indebtedness (or the equivalent) in or of, or any asset
owned by, any other person, or to dispose of or repay, or to offer to dispose
of or repay, any shares or other securities or indebtedness (or the equivalent)
in or of, or any asset owned by, any member of the Wider Indian Film Company
Group or the Wider Viacom 18 Group; or
(v) impose any limitation on the ability of any member of the Wider Indian Film
Company Group or the Wider Viacom 18 Group to integrate its business, or any
part of it, with any business of any member of the Wider Viacom 18 Group or any
other member of the Wider Indian Film Company Group; or
(vi) otherwise adversely affect the business, assets, financial or trading
position or profits or value of any member of the Wider Indian Film Company
Group or the Wider Viacom 18 Group to an extent which is material in the
context of the Offer, or
(vii)result in any member of the Wider Indian Film Company Group or the Wider
Viacom 18 Group ceasing to be able to carry on business under any name under
which it currently does so,
and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, suit, proceeding, investigation, enquiry or reference having expired,
lapsed or been terminated;
c. all necessary filings having been made and all statutory or regulatory
obligations in any jurisdiction having been complied with, and all
appropriate waiting or other time periods under any applicable legislation
or regulations of any jurisdiction having expired, lapsed or been
terminated, in each case in connection with the Offer or the acquisition or
proposed acquisition of any Indian Film Company Shares, or of control or
management of Indian Film Company (or any other member of the Wider Indian
Film Company Group) by Roptonal and all Relevant Authorisations necessary
for, or in respect of, the Offer or any acquisition or proposed acquisition
of any Indian Film Company Shares, or of control or management of Indian
Film Company (or any other member of the Wider Indian Film Company Group)
by Roptonal or to permit or enable Roptonal (or any other member of the
Wider Viacom 18 Group) to carry on the business of any member of the Wider
Indian Film Company Group having been obtained, in terms and in a form
reasonably satisfactory to Roptonal, from all appropriate Relevant
Authorities and from all appropriate persons, authorities or bodies with
whom any member of the Wider Indian Film Company Group has entered into
contractual arrangements (where the absence of such Relevant Authorisations
would be material in the context of the Offer or would have a material
adverse effect on the Wider Indian Film Company Group taken as a whole),
and all such Relevant Authorisations remaining in full force and effect,
and there being no notice or intimation of any intention to revoke, modify,
restrict, suspend or not to renew any of them (where the absence of such
Relevant Authorisations would be material in the context of the Offer or
would have a material adverse effect on the Wider Indian Film Company Group
taken as a whole);
d. save as Publicly Announced or Disclosed prior to 1 October 2010, there
being no provision of any Relevant Instrument which, in consequence of the
making or implementation of the Offer, the acquisition or proposed
acquisition by any member of the Wider Viacom 18 Group of any Indian Film
Company Shares or any change in the control or management of Indian Film
Company or any other member of the Wider Indian Film Company Group, or
otherwise, provides for, or will or may result in, any of the following, in
each case to an extent or in a manner which is material in the context of
the Wider Indian Film Company Group, taken as a whole:
(i) any money borrowed by, or any other indebtedness (actual or contingent) of,
any member of the Wider Indian Film Company Group being or becoming repayable
or capable of being declared repayable immediately or prior to its stated
maturity, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited; or
(ii) the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of the
Wider Indian Film Company Group or any such security (whenever arising or
having arisen) becoming enforceable or being enforced; or
(iii)any Relevant Instrument or any right, liability, obligation, interest or
business of any member of the Wider Indian Film Company Group (or any related
arrangement) being terminated or adversely modified or adversely affected, or
any adverse action being taken, or any obligation arising, under any Relevant
Instrument; or
(iv) any asset or right (including, without limitation, intellectual property
rights) or interest of, or any asset or right the use or operation of which is
enjoyed by, any member of the Wider Indian Film Company Group being disposed
of, or charged, or ceasing to be available to any such member, or any right
arising under which any such asset, right or interest will or could be required
to be disposed of or charged, or will or could cease to be so available, other
than in the ordinary course of business; or
(v) the interest or business of any member of the Wider Indian Film Company
Group in or with any company, firm, body or person, or any arrangements
relating to any such interest or business, being terminated or adversely
modified or affected; or
(vi) the creation of liabilities, whether actual or contingent, of any member
of the Wider Indian Film Company Group other than in the ordinary course of
business, or the business, assets, financial or trading position or profits or
value of any member of the Wider Indian Film Company Group being prejudiced or
adversely affected; or
(vii)any member of the Wider Indian Film Company Group ceasing to be able, or
being restricted in being able, to carry out business under any name under
which it currently does so; or
(viii)any member of the Wider Indian Film Company Group being required to
acquire, or to offer to acquire, any shares or other securities or indebtedness
(or the equivalent) in or of, or any asset owned by, any other person or to
dispose of or repay, or to offer to dispose of or repay, any shares or other
securities or indebtedness (or the equivalent) in or of, or any asset owned by,
any member of the Wider Indian Film Company Group,
and no event having occurred which, under any provision of any Relevant
Instrument, would or could reasonably be expected to result in any of the
events or circumstances referred to in sub-paragraphs (i) to (viii) of this
paragraph (d);
(e) save as Publicly Announced or Disclosed prior to 1 October 2010, no member
of the Wider Indian Film Company Group having, since 31 March 2010 (in each
case, to the extent or in a manner which is material in the context of the
Offer or would have a material adverse effect on the Wider Indian Film Company
Group, taken as a whole:-
(i) made (in the case of The Indian Film Company) any alteration to its
Memorandum or Articles of Association or (in the case of any other member of
the Wider Indian Film Company Group) any alteration to its Memorandum or
Articles of Association which is or could reasonably be considered to be
materially prejudicial in the context of the Offer; or
(ii) recommended, declared, paid or made, or proposed the recommendation,
declaration, paying or making of, any dividend, bonus or other distribution,
whether in cash or otherwise (other than to The Indian Film Company or a
wholly-owned subsidiary of The Indian Film Company ("Indian Film Company
Intra-Group Transactions")); or
(iii) issued or agreed to issue, authorised or proposed the issue of additional
shares of any class, or of securities convertible into, or rights, warrants or
options to subscribe for or acquire, any such shares or securities or any loan
capital (other than issues to The Indian Film Company or a wholly-owned
subsidiary of The Indian Film Company) or redeemed, purchased or reduced, or
authorised or proposed the redemption, purchase or reduction of, any part of
its share capital; or
(iv) (other than in respect of a transaction between Indian Film Company and
any of its wholly owned subsidiaries) issued, authorised or proposed the issue
of any debentures or securities or, save in the ordinary course of business,
incurred or increased any indebtedness or contingent liability; or
(v) entered into or varied or implemented, or authorised, proposed or announced
its intention to enter into, vary or implement, any contract, scheme,
transaction, commitment (whether in respect of capital expenditure or
otherwise) or other arrangement which is outside the ordinary course of trading
or which is, or will or could reasonably be expected to be, restrictive on the
business of any member of the Wider Indian Film Company Group or any member of
the Wider Roptonal Group; or
(vi) other than in respect of a Indian Film Company Intra-Group Transaction,
authorised or proposed, or effected, any merger, demerger, reconstruction or
amalgamation, or any acquisition or disposal or transfer of, or any mortgage,
charge or other security interest or third party right or encumbrance in
respect of, any right, title or interest in any shares or other asset (other
than in the ordinary course of trading); or
(vii)entered into, or materially varied (other than in respect of increases in
remuneration required under the terms of the relevant agreement) the terms of,
or made any offer (which remains capable of acceptance) to enter into or
materially vary the terms of, any service contract, or other agreement or
arrangement, with any of the directors or senior executives of any member of
the Wider Indian Film Company Group; or
(viii) been unable or admitted in writing that it is unable to pay its debts as
they fall due or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or a substantial part thereof or ceased or
threatened to cease carrying on all or a substantial part of its business; or
(ix) (other than in respect of a member which is dormant and was solvent at the
relevant time) taken or proposed any action or had any proceedings instituted,
threatened or proposed for its winding-up (voluntary or otherwise) or
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar or analogous officer
of all or any of its assets or revenues or for any similar or analogous matters
in any jurisdiction; or
(x) waived or compromised any claim, other than in the ordinary course of
business; or
(xi) entered into any commitment, agreement or arrangement, or passed any
resolution or made any offer, with respect to, or announced an intention to
effect or to propose, any of the transactions, matters or events referred to in
this paragraph (e);
(f) since 31 March 2010, and save as Publicly Announced or Disclosed prior to 1
October 2010:
(i) no adverse change or deterioration having occurred in the business, assets,
financial or trading position or, profits or value of any member of the Wider
Indian Film Company Group which is or could reasonably be expected to be
material in the context of the Wider Indian Film Company Group as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Indian Film Company Group is or
may become a party (whether as a claimant, defendant or otherwise), and no
investigation or enquiry by, or complaint or reference to, any Relevant
Authority against or in respect of any member of the Wider Indian Film Company
Group, having been instituted, announced or threatened or remaining
outstanding, which in any such case is or could reasonably be expected to be
material and adverse in the context of the Wider Indian Film Company Group as a
whole;
(iii)no steps having been taken which will result in, or could reasonably be
expected to result in, the withdrawal, cancellation, termination or adverse
modification of any licence or permit held by any member of the Wider Indian
Film Company Group in circumstances where such withdrawal, cancellation,
termination or adverse modification has or could reasonably be expected to have
a material adverse effect upon the Wider Indian Film Company Group taken as a
whole; and
(iv) no contingent or other liability having arisen or increased or become
apparent to Roptonal which could reasonably be expected adversely to affect any
member of the Wider Indian Film Company Group and which is or could reasonably
be expected to be material in the context of the Wider Indian Film Company
Group as a whole;
(g) Save as Publicly Announced or Disclosed prior to 1 October 2010, Roptonal
not having discovered:
(i) that any financial or business or other information concerning the Wider
Indian Film Company Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the Wider Indian Film Company Group,
or disclosed at any time by or on behalf of any member of the Wider Indian Film
Company Group in writing in connection with the Offer to any member of the
Wider Viacom 18 Group or its agents or advisers, is materially misleading or
contains a material misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not materially misleading;
or
(ii) any information which materially affects the import of any such
information as is mentioned in sub-paragraph (i) of this paragraph; or
(iii)that any member of the Wider Indian Film Company Group is subject to any
liability, contingent or otherwise which is, or could reasonably be expected to
be, material in the context of the Wider Indian Film Company Group as a whole;
(iv) that there has been any release, emission, disposal, spillage or leak of
any waste or hazardous substance or any substance likely to impair the
environment or harm human health on or about or from any property or water now
or previously owned, occupied, used or controlled by any past or present member
of the Wider Indian Film Company Group (whether or not constituting a
non-compliance by any person with any applicable law, statute, ordinance or any
regulation, rule or other requirement of any Relevant Authority) which, in any
such case, will or would be likely to give rise to any liability (whether
actual or contingent) on the part of any member of the Wider Indian Film
Company Group; or
(v) that any past or present member of the Wider Indian Film Company Group has
committed any violation of any applicable laws, statutes or ordinances, or any
regulations, rules or other requirements of any Relevant Authority, relating to
the disposal, discharge, spillage, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health, or otherwise relating to environmental matters, which is likely to give
rise to any liability on the part of any member; or
(vi) that there is, or is reasonably likely to be, any liability (actual or
contingent) on any member of the Wider Indian Film Company Group to make good,
repair, reinstate or clean up any property or water now or previously owned,
occupied or used or controlled by any past or present member of the Wider
Indian Film Company Group under any environmental legislation, regulation,
notice, circular, order or requirement of any Relevant Authority
in each case, to the extent and in a manner which is material in the context of
the Offer or would have a material adverse effect on the Wider Indian Film
Company Group, taken as a whole.
Roptonal reserves the right to waive all or any of the above conditions, in
whole or in part, except condition (a).
Except with the Panel's consent, Roptonal will not invoke any of the above
conditions (except for condition (a)) so far as to cause the Offer not to
proceed, to lapse or to be withdrawn unless the circumstances which give rise
to the right to invoke the relevant conditions are of material significance to
Roptonal in the context of the Offer.
Roptonal shall be under no obligation to waive or treat as satisfied any of the
other conditions by a date earlier than the latest date specified below for the
satisfaction thereof, notwithstanding that the other conditions of the Offer
may at an earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.
The Offer will lapse unless the conditions set out above (other than condition
(a)) are fulfilled or (if capable of waiver) waived or, where appropriate, have
been determined by Roptonal to be or to remain satisfied no later than midnight
on the twenty-first day after the later of the first closing date of the Offer
and the date on which the Offer becomes or is declared unconditional as to
acceptances, or such later date as the Panel may agree.
If the Offer lapses, it will cease to be capable of further acceptance and
persons accepting the Offer and Roptonal will cease to be bound by acceptances
submitted on or before the time when the Offer lapses.
If Roptonal is required by the Panel to make an offer for Indian Film Company
Shares under the provisions of Rule 9 of the Code, Roptonal may make such
alterations to any of the conditions (including, without limitation, condition
(a) above) as are necessary to comply with the provisions of that Rule.
Part B
Terms of the Offer
The full terms of the Offer (including details of how the Offer may be
accepted) will be set out in the Offer Document and (in respect of Indian Film
Company Shares held in certificated form) in the Form of Acceptance
accompanying the Offer Document. Indian Film Company Shareholders who accept
the Offer may only rely on the Offer Document and (in respect of Indian Film
Company Shares held in certificated form) the Form of Acceptance for all the
terms and conditions of the Offer. In deciding whether or not to accept the
Offer in respect of their Indian Film Company Shares, Indian Film Company
Shareholders should rely only on the information contained, and procedures
described, in the Offer Document and the Form of Acceptance.
APPENDIX II - SOURCES AND BASES OF INFORMATION
a. The value attributed to the existing issued share capital of The Indian
Film Company is based on 55,000,000 Indian Film Company Shares in issue as
at the date of this announcement.
b. Unless otherwise stated, all prices for Indian Film Company Shares have
been derived from the AIM appendix to the Daily Official List of the London
Stock Exchange and represent closing middle-market prices on the relevant
date.
c. Information in relation to The Indian Film Company has been derived from
documents published on The Indian Film Company's website, including, as
regards financial information, the audited consolidated accounts of The
Indian Film Company for the years ended 31 March 2009 and 2010.
d. Financial information in relation to Viacom 18 Media in respect of the
years ended 2008, 2009 and 2010 is based on the audited and other
stand-alone audited accounts of Viacom 18 Media for the year ended 31 March
2010, 2009 and 2008. Financial information in relation to Viacom 18 Media
in respect of the three months ended 30 June 2010 has been extracted from
page 15 of the unaudited consolidated interim results of Network 18 Media
for the three months ended 30 June 2010 which is available on the Network
18 Media website at http://www.network18online.com/reports/
N18%20-%20INVESTOR%20UPDATE%20Q1%20FY2010-11.pdf.
e. Financial information on Viacom 18 Media's subsidiaries, Viacom 18 US Inc.
and Viacom 18 Media (UK) Limited has been derived from the audited
stand-alone accounts for those entities for the periods in question.
f. Information in relation to Viacom has been derived from its website,
www.viacom.com and United States Securities and Exchange Commission filings
contained therein. The market capitalisation of Viacom as at 27 September
2010 has been derived from www.bloomberg.com
g. Information in relation to Network 18 Media has been derived from its
website, www.network18online.com.
h. Where comparative financial information has been provided in currencies
other than Rs, such amounts have been converted at the exchange rate on 9
September 2010 as stated in http://www.rbi.org.in/scripts/
ReferenceRateArchive.aspx.
i. References in financial information to the net worth of an entity are to
its share capital, share application monies and free reserves, less
miscellaneous expenditure and profit and loss account debit balances.
APPENDIX III - DEFINITIONS
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Admission" Admission of the ordinary shares of The
Indian Film Company to trading on AIM and
which occurred on 18 June 2007
"AIM" the market of that name which is operated by
the London Stock Exchange
"AIM Rules" the rules applicable to companies whose
shares are traded on AIM published by the
London Stock Exchange, as amended from time
to time
"Australia" The Commonwealth of Australia, its states,
territories and possessions
"BK Media" BK Media Mauritius Pvt. Limited, a company
incorporated in Mauritius under registered
number 75899 C2/GBL
"business day" a day, not being a public holiday, Saturday
or Sunday on which banks in London are open
for business
"Cairn Financial Advisers" Cairn Financial Advisers LLP
"Canada" Canada, its provinces and territories and
all areas subject to its jurisdiction and
any political sub-division thereof
"certificated" or a share or other security which is not in
uncertificated form (that is, not in CREST)
"in certificated form"
"Code" the City Code on Takeovers and Mergers
"Companies Law" The Companies (Guernsey) Law 2008, as
amended from time to time
"CREST" the system for the paperless settlement of
trades in securities and the holding of
uncertificated securities generated by
Euroclear in accordance with the CREST
Regulations
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended
"Disclosed" disclosed in writing by or on behalf of The
Indian Film Company to Roptonal) or its
advisers in connection with the Offer
"Elara Capital" Elara Capital PLC
"Enlarged Group" the consolidated Viacom 18 Group as enlarged
by the Offer
"Euroclear" Euroclear UK and Ireland Limited
"Form of Acceptance" the Form of Acceptance and Authority for use
by Indian Film Company Shareholders who hold
their Indian Film Company Shares in
certificated form in connection with the
Offer
"ibn Broadcast" ibn 18 Broadcast Limited, a company
incorporated and listed in India
"Independent Directors" Shyam Benegal
Lord Meghnad Desai
Alok Verma
Peter Radford
"Interested Director" Peter Radford
"Indian Film Company" or "The The Indian Film Company Limited, a company
Indian Film Company" incorporated in Guernsey with registered
number 46723
"Indian Film Company Board" or the board of directors of The Indian Film
"Indian Film Company Directors" Company, being
Shyam Benegal
Raghav Bahl
Lord Meghnad Desai
Alok Verma
Peter Radford
"Indian Film Company Group" The Indian Film Company, its subsidiaries,
and subsidiary undertakings from time to
time and, where the context permits, each of
them
"Indian Film Company Shares" the existing unconditionally allotted or
issued and fully paid ordinary shares of GBP1
each in the capital of The Indian Film
Company and any further such shares which
are unconditionally allotted or issued
before the time at which the Offer ceases to
be open for acceptance (or before such
earlier time as Roptonal may, in accordance
with the terms and conditions of the Offer,
and subject to the rules of the Code,
decide), but excluding in both cases any
such shares held or which become held in
treasury
"Indian Film Company Shareholder registered holder(s) of Indian Film Company
(s)" Shares
"Japan" Japan, its cities, prefectures, territories
and possessions
"London Stock Exchange" London Stock Exchange plc or its successor
"Mandatory Offer" The mandatory cash offer by Network 18
Holdings for The Indian Film Company at a
price of 40 pence per share announced on 30
July 2009
"Network 18 Group" Network 18 Media and its holding companies
and subsidiary undertakings
"Network 18 Holdings" Network 18 Holdings Limited, a company
incorporated in the Cayman Islands and a
subsidiary of Network 18 Media
"Network 18 Media" Network18 Media & Investments Limited a
company incorporated and listed in India
"Network 18 Parties" Together, Network 18 Holdings, Network 18
Media and its subsidiaries, BK Media and
Raghav Bahl and his immediate family
"Offer" the cash offer by Roptonal to acquire all of
the Indian Film Company Shares and
including, where the context so requires,
any subsequent revision, variation,
extension or renewal of such offer
"Offer Document" The document to be despatched to Indian Film
Company Shareholders and others by Roptonal
containing, amongst other things, the Offer,
the conditions and certain information about
Roptonal and The Indian Film Company.
"Offer Period" the period commencing on (and including) 5
July 2010 and ending on whichever of the
following dates shall be the latest: (i)
1.00 p.m. on the first closing date of the
Offer; (ii) the date on which the Offer
lapses; and (iii) the date on which the
Offer becomes or is declared unconditional
as to acceptances
"Overseas Indian Film Company an Indian Film Company Shareholder who is an
Shareholder" overseas person
"overseas person" any person who is not resident in the United
Kingdom, or who is a citizen, resident or
national of a jurisdiction outside the
United Kingdom or who is a nominee of, or
custodian or trustee for, any citizen(s),
resident(s) or national(s) of any other
country
"Panel" the Panel on Takeovers and Mergers
"Publicly Announced" disclosed in the annual report and accounts
of The Indian Film Company for the year
ended 31 March 2010 or in any other
announcement made by or on behalf of The
Indian Film Company to a Regulatory
Information Service
"Rs" The Indian Rupee, being the standard
monetary unit of India
"Regulatory Information Service" the meaning given to that expression in the
AIM Rules
"Relevant Authorisation" an authorisation, order, grant, recognition,
confirmation, determination, consent,
licence, clearance, permission, allowance or
approval
"Relevant Authority" any government, government department or
governmental, quasi-governmental,
supranational, statutory, regulatory or
investigative body or authority, any trade
agency, or any court, tribunal or any
association, institution or other person or
body whatsoever in any jurisdiction
"Relevant Instrument" any agreement, arrangement, licence, permit,
lease or other instrument or obligation
whatsoever to which any member of the Wider
Roptonal Group is a party or by or to which
any such member or any of its assets is or
may be bound, entitled or subject
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant risk
of civil, regulatory or criminal exposure or
prosecution if information concerning the
Offer is sent or made available to Indian
Film Company Shareholders in that
jurisdiction
"Roptonal" Roptonal Limited, a company incorporated in
the Republic of Cyprus under registered
number HE271718
"Roptonal Board" or "Roptonal the board of directors of Roptonal, being
Directors"
Haresh Chawla
Bhavneet Singh
Doeke Van de Molen
CCY Management Limited
Pimiento Limited
"subsidiary" and "subsidiary to be construed in accordance with the
undertaking" Companies Act 2006
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern
Ireland
"uncertificated" or "in recorded on the relevant register of the
uncertificated form" share or security concerned as being held in
uncertificated form in CREST and which, by
means of the CREST Regulations, may be
transferred by means of CREST
"undertaking" to be construed in accordance with the
Companies Act 2006
"US" or "United States" the United State of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia
"Viacom" Viacom Inc.
"Viacom 18 Media" Viacom 18 Media Private Limited, a company
owned jointly by Viacom (though a wholly
owned subsidiary) and ibn Broadcast
"Viacom 18 Media Directors" the board of directors of Viacom 18 Media,
being
Robert Marc Bakish
Wade Cullen Davis
Bhavneet Singh
Haresh Chawla
Raghav Bahl
Sameer Manchanda
"Viacom 18 Parties" Together, Viacom and its subsidiaries,
Viacom 18 Media and its subsidiaries and the
Network 18 Parties
"Viacom Brand Solutions" Viacom Brand Solutions Limited, a subsidiary
of Viacom
"Viacom Group" Viacom and its subsidiaries
"Wider Roptonal Group" Roptonal and its subsidiary undertakings and
associated undertakings and any other
undertakings in which Roptonal and such
undertakings (aggregating their interests)
have a substantial interest
"Wider Indian Film Company Group" The Indian Film Company and its subsidiary
undertakings and associated undertakings and
any other undertakings in which The Indian
Film Company and such undertakings
(aggregating their interests) have a
substantial interest
END
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