Further re Scheme of Arrangement


 

TIDMUMP 
 
RNS Number : 0769G 
UTV Software Communications Ltd 
25 January 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO 
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH 
JURISDICTION 
25 January 2010 (London) 
Recommended Proposal by UTV Software Communications Limited ("UTV") 
Further to the announcement made by UMP on 21 January 2010, UTV announces that 
earlier today, the Indian Court Order was registered with the Indian Registrar 
of Companies and the Scheme became effective (the "Effective Date").  Pursuant 
to the Scheme, the New UTV Shares were issued to the holders of UMP Shares as 
shown by the register of members of UMP at 6.00 p.m. on 22 January 2010, the 
assets and business of UMP were transferred to UTV and UMP was dissolved 
(without winding up). 
Trading of the shares of UMP Plc ("UMP") on AIM was suspended with effect from 
7.00 a.m. today and cancellation of UMP's admission to trading on AIM will occur 
at 7.00 a.m. on 26 January 2010.Share certificates in respect of the UMP Shares 
have ceased to be valid and entitlements to UMP Shares held within the CREST 
system have been cancelled. 
It is expected that the New UTV Shares will be admitted to listing on the 
National Stock Exchange and the Bombay Stock Exchange within 14 days of the 
Effective Date. 
If the New UTV Shares are held through a Demat Account, it is expected that they 
will also be admitted to trading on the National Stock Exchange and the Bombay 
Stock Exchange within 14 days of the Effective Date.  If the New UTV Shares are 
held in certificated form, however, they will not be admitted to trading on 
those markets, although persons holding in certificated form may subsequently 
transfer any such New UTV Shares into a Demat Account. 
Certificates in respect of New UTV Shares held in certificated form will be 
delivered to the registered holder within 14 days of the Effective Date. 
Details of the Demat Account opening process are set out on pages 9 - 11 of the 
Scheme Document. Information on opening a Demat Account can be obtained by 
contacting Yatin Sang or Nirmala Dalvi at Karvy on +91 (0)22 2630279. 
All references to time and dates in this announcement are to the relevant time 
and date in the United Kingdom, unless otherwise stated.  Any capitalised term 
used but not defined in this announcement shall have the meaning ascribed to it 
in the Scheme Document.  Copies of this announcement will be made available on 
UTV's website www.utvnet.com. 
 Enquiries: 
+--------------------------------------+--------------------------------------+ 
| UTV                                  | Telephone: +91 22 4098 1505          | 
| Amit Banka                           |                                      | 
|                                      |                                      | 
+--------------------------------------+--------------------------------------+ 
| Merrill Lynch                        | Telephone: +44 (0) 20 7628 1000      | 
| (Financial Adviser to UTV)           |                                      | 
| Noah Bulkin                          |                                      | 
| Anya Weaving                         |                                      | 
| Andrew R. Chen                       |                                      | 
|                                      |                                      | 
+--------------------------------------+--------------------------------------+ 
Merrill Lynch (a subsidiary of Bank of America Corporation) is acting 
exclusively for UTV and no one else in connection with the Proposal and will not 
be responsible to anyone other than UTV for providing the protections afforded 
to clients of Merrill Lynch or for providing advice in relation to the Proposal 
or any other matters referred to in this announcement. 
Forward looking statements 
This announcement contains statements about UTV that are or may be forward 
looking statements. All statements other than statements of historical facts 
included in this announcement may be forward looking statements. Without 
limitation, any statements preceded or followed by or that include the words 
"targets", "plans", "believes", "expects", "aims", "intends", "will", "should", 
"may", "anticipates", "estimates", "synergies", "cost savings", "projects", 
"strategy", or words or terms of similar substance or the negative thereof, are 
forward looking statements. Forward looking statements include statements 
relating to the following: (i) the expected timetable for completing the 
Proposal, future capital expenditures, expenses, revenues, earnings, synergies, 
economic performance, indebtedness, financial condition, dividend policy, losses 
and future prospects of UTV or the Merged Group; (ii) business and management 
strategies and the expansion and growth of UTV's or the Merged Group's 
operations and potential synergies resulting from the Proposal; and (iii) the 
effects of government regulation on UTV's or the Merged Group's business. 
These forward looking statements are not guarantees of future performance. They 
have not been reviewed by the auditors of UTV. These forward looking statements 
involve known and unknown risks, uncertainties and other factors which may cause 
them to differ from the actual results, performance or achievements expressed or 
implied by such forward looking statements. These forward looking statements are 
based on numerous assumptions regarding the present and future business 
strategies of such persons and the environment in which each will operate in the 
future. All subsequent oral or written forward looking statements attributable 
to UTV or any of their respective members, directors, officers or employees or 
any persons acting on their behalf are expressly qualified in their entirety by 
the cautionary statement above. All forward looking statements included in this 
announcement are based on information available to UTV on the date hereof. 
Investors should not place undue reliance on such forward looking statements, 
and UTV undertake no obligation to publicly update or revise any forward looking 
statements. 
No statement in this announcement is intended to constitute a profit forecast 
for any period. 
Distribution of this announcement and other matters 
The distribution of this announcement and the accompanying documents in 
jurisdictions other than the United Kingdom may be restricted by law and 
therefore persons into whose possession this announcement comes should inform 
themselves about, and observe, such restrictions. Any failure to comply with the 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. 
This announcement does not constitute an offer or an invitation to purchase or 
subscribe for any securities or a solicitation of an offer to buy any securities 
pursuant to this announcement or otherwise in any jurisdiction in which such 
offer or solicitation is unlawful. This announcement has been prepared in 
connection with a proposal in relation to a scheme of arrangement pursuant to, 
and for the purpose of, complying with the law of the Isle of Man and the City 
Code and information disclosed may not be the same as that which would have been 
prepared in accordance with laws of jurisdictions outside the Isle of Man or the 
United Kingdom. Nothing in this announcement should be relied upon for any other 
purpose. 
The statements contained herein are made as at the date of this announcement, 
unless some other time is specified in relation to them, and the issue of this 
announcement shall not give rise to any implication that there has been no 
change in the facts set forth herein since that date. 
No person has been authorised to make any representations on behalf of UTV 
concerning the Proposal or the Scheme which are inconsistent with the statements 
contained herein and any such representations, if made, may not be relied upon 
as having been so authorised. 
This announcement does not constitute a prospectus or prospectus equivalent 
document. 
No person should construe the contents of this announcement as legal, financial 
or tax advice and each person who receives this announcement should consult 
their own advisers in connection with the matters contained herein. 
This announcement is not an offer for sale of securities in the United States. 
The New UTV Shares to be issued in connection with the Proposal, have not been, 
and will not be, registered under the Securities Act or under any relevant 
securities laws of any state or other jurisdiction of the United States, nor 
have clearances been, nor will they be, obtained from the securities commission 
or similar authority of any province or territory of Canada and no prospectus 
has been, or will be, filed with, such commission or authority or any securities 
law of any province or territory of Canada nor has a prospectus in relation to 
the New UTV Shares been, nor will one be, lodged with, or registered by, the 
Australian Securities and Investments Commission, nor have any steps been taken, 
nor will any steps be taken, to enable the New UTV Shares to be offered in 
compliance with applicable securities laws of Japan. Accordingly, unless an 
exemption under relevant securities laws is available, the New UTV Shares may 
not be offered, sold, resold or delivered, directly or indirectly, in, into or 
from the United States, Canada, Australia or Japan or any other jurisdiction in 
which an offer of the New UTV Shares would constitute a violation of relevant 
laws or require registration of the New UTV Shares, or to or for the account or 
benefit of any person located in the United States, Canada, Australia or Japan. 
Unless otherwise determined by UTV and permitted by applicable law and 
regulation, copies of this announcement and any other documents related to the 
Proposal or the Scheme are not being, and must not be, mailed or otherwise 
forwarded, distributed or sent in or into the United States, Canada, Australia 
or Japan. All persons receiving this announcement (including, without 
limitation, custodians, nominees and trustees) should observe these restrictions 
and any applicable legal or regulatory requirements of their jurisdiction and 
must not mail or otherwise forward, send or distribute this announcement in, 
into or from the United States, Canada, Australia or Japan. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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