UTV to de-list movie subsidiary from AIM in January

MUMBAI: UTV Software Communications will be de-listing its AIM subsidiary UMP Plc in January, 2010.

The company is expecting to cancel its shares on the London Stock Exchange’s Alternative Investment Market on 8 January.

Post this, all assets and business of UMP will be transferred to UTV and the former will be dissolved.

UTV, which currently owns 76.82 per cent in the company, has also approved the scheme of arrangement to acquire the remaining 23.18 per cent stake in the company. The proposal values the existing issued ordinary share capital of UMP at approximately $271.92 million and each UMP share at $2.61 based on the Indian closing price of Rs 475 per UTV share on 11 September 2009. Under the proposal, holders of every 3.75 UMP shares will get one new UTV share.

The proposal represents a premium of approximately 27.4 per cent to the closing middle market price of $2.05 per UMP share on 11 September 2009 and 190.1 per cent to the closing middle market price of $0.90 per UMP share on 15 May 2009, the last business day prior to the announcement by UMP that it was in discussions with its parent, UTV, in relation to a potential offer for UMP.

If the scheme becomes effective, UMP will be dissolved (without winding up). Application will be made to the London Stock Exchange for the cancellation of the UMP Shares from admission to trading on AIM.

UTV expects to receive Foreign Investment Promotion Board (FIPB) consent by the end of October this year, while the RBI consent is likely to come in by November end. The court order filed with the Isle of Man Companies Registry is likely to come on 13 November, whereas the Indian court hearing to sanction the Indian scheme will be held on 10 December. Listing of new UTV shares on the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) will take place 14 days from the issue of the new shares. However, the actual dates of the court hearing and the Indian court hearing may be subject to change, and the exact dates on which the FIPB and RBI consent will be received is not yet certain.