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Date/Time	Headline	Source
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Thu 16:59	Somerset Advisors - Rule 8.3- (UMP PLC)	RNS
RNS Number : 8116C Somerset Advisors and Managers 19 November 2009 `FORM 8.3` DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code) `1. KEY INFORMATION` `Name of person dealing (Note Somerset Advisors and` `1) Managers & Somerset Asset` `Management LLP` `Company dealt in UMP Plc` `Class of relevant security to US$ 0.05 Ordinary` which the dealings being disclosed relate (Note 2) `Date of dealing 18 November, 09` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 7,324,780 (7.03%)` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 7,324,780 (7.03%)` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total `(c) Rights to subscribe (Note 3)` Class of relevant security: Details `3. DEALINGS (Note 4)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 5) `Sale 1,000,000 US$ 1.9200` `Purchase 1,000,000 US$ 1.9250` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 6) Number of securities Price per unit (Note 5)` `e.g. CFD (Note 7)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 7) unit (Note 5)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 8 attached? (Note 9) YES/NO` `Date of disclosure 19 November, 09` `Contact name Vikram Rege` `Telephone number +44 2072992666` If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END RETBLBDBRUBGGCC More
Thu 16:58	Somerset Advisors - Rule 8.3- (UMP PLC)	RNS
RNS Number : 8112C Somerset Advisors and Managers 19 November 2009 `FORM 8.3` DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code) `1. KEY INFORMATION` `Name of person dealing (Note Somerset Advisors and` `1) Managers & Somerset Asset` `Management LLP` `Company dealt in UMP Plc` `Class of relevant security to US$ 0.05 Ordinary` which the dealings being disclosed relate (Note 2) `Date of dealing 19 August, 09` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 7,324,780 (7.03%)` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 7,324,780 (7.03%)` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total `(c) Rights to subscribe (Note 3)` Class of relevant security: Details `3. DEALINGS (Note 4)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 5) `Sale 100,000 US$ 1.7000` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 6) Number of securities Price per unit (Note 5)` `e.g. CFD (Note 7)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 7) unit (Note 5)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 8 attached? (Note 9) YES/NO` `Date of disclosure 19 November, 09` `Contact name Vikram Rege` `Telephone number +44 2072992666` If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END RETBLBDBUUBGGCC More
Thu 16:49	Somerset Advisors - Rule 8.3- (UMP PLC)	RNS
RNS Number : 8094C Somerset Advisors and Managers 19 November 2009 `FORM 8.3` DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code) `1. KEY INFORMATION` `Name of person dealing (Note Somerset Advisors and` `1) Managers & Somerset Asset` `Management LLP` `Company dealt in UMP Plc` `Class of relevant security to US$ 0.05 Ordinary` which the dealings being disclosed relate (Note 2) `Date of dealing 17 August, 09` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 7,424,780 (7.13%)` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 7,424,780 (7.13%)` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total `(c) Rights to subscribe (Note 3)` Class of relevant security: Details `3. DEALINGS (Note 4)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 5) `Sale 150,000 US$ 1.7500` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 6) Number of securities Price per unit (Note 5)` `e.g. CFD (Note 7)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 7) unit (Note 5)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 8 attached? (Note 9) YES/NO` `Date of disclosure 19 November, 09` `Contact name Vikram Rege` `Telephone number +44 2072992666` If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END RETBLBDBRSBGGCC More
Thu 16:43	Somerset Advisors - Rule 8.3- (UMP PLC)	RNS
RNS Number : 8072C Somerset Advisors and Managers 19 November 2009 `AMENDMENT FORM 8.3` DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code) `1. KEY INFORMATION` `Name of person dealing (Note Somerset Advisors and` `1) Managers & Somerset Asset` `Management LLP` `Company dealt in UMP Plc` `Class of relevant security to US$ 0.05 Ordinary` which the dealings being disclosed relate (Note 2) `Date of dealing 03 June, 09` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 7,574,780 (7.27%)` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 7,574,780 (7.27%)` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total `(c) Rights to subscribe (Note 3)` Class of relevant security: Details `3. DEALINGS (Note 4)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 5) `Purchase 250,000 US$ 1.02` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 6) Number of securities Price per unit (Note 5)` `e.g. CFD (Note 7)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 7) unit (Note 5)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 8 attached? (Note 9) YES/NO` `Date of disclosure 19 November, 09` `Contact name Vikram Rege` `Telephone number +44 2072992666` If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END RETBLBDBUXBGGCC More
Thu 11:07	Jermyn Capital Ptnrs - EPT Disclosure	RNS
RNS Number : 7702C Jermyn Capital Partners 19 November 2009 DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RI STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY (Rule 38.5(b) of the Takeover Code) `1. KEY INFORMATION` `Name of exempt principal trader Jermyn Capital Partners Plc` `Company dealt in UMP Plc` `Class of relevant security to which the 0.05 USD Ordinary` dealings being disclosed relate (Note 1) `Date of dealing 18th Nov 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 2)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 18,070 0.01735%` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 18,070 0.01735% Nil` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 2)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total Nil Nil` RIGHTS TO SUBSCRIBE (NOTE 2) Class of relevant security: Details `3. DEALINGS (Note 3)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 4) `Purchase 1,000,000 1.92` `Sale 1,000,000 1.925` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 5) Number of securities Price per unit (Note 4)` `e.g. CFD (Note 6)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 6) unit (Note 4)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 4) (d) Other dealings (including new securities) (Note 3) Nature of transaction (Note 7) Details Price per unit (if applicable) (Note 4) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 38.5(b) attached? (Note 8) NO` `Date of disclosure 19th Nov 2009` `Contact name Bhavik Raiyarela` `Telephone number 02073992020` Name of offeree/offeror with which connected UMP Plc `Nature of connection (Note 9) Connected Advisor` Notes The Notes on Form 38.5(b) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END EMMILFILLSLALIA More
Wed 10:48	Jermyn Capital Ptnrs - EPT Disclosure	RNS
RNS Number : 6907C Jermyn Capital Partners 18 November 2009 DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RI STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY (Rule 38.5(b) of the Takeover Code) `1. KEY INFORMATION` `Name of exempt principal trader Jermyn Capital Partners Plc` `Company dealt in UMP Plc` `Class of relevant security to which the 0.05 USD Ordinary` dealings being disclosed relate (Note 1) `Date of dealing 17th Nov 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 2)` `Long Short` `Number Number` `(%)` `(%)` `(1) Relevant securities 18,070` `0.01735%` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 18,070 Nil` `0.01735%` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 2)` `Class of relevant security: Long Short` `Number Number` `(%)` `(%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total Nil Nil` `(c) Rights to subscribe (Note 2)` Class of relevant security: Details `3. DEALINGS (Note 3)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 4) `Purchase 34,483 1.92` `Sale 34,483 1.92` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 5) Number of securities Price per unit (Note 4)` `e.g. CFD (Note 6)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 6) unit (Note 4)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 4) (d) Other dealings (including new securities) (Note 3) Nature of transaction (Note 7) Details Price per unit (if applicable) (Note 4) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 38.5(b) attached? (Note 8) NO` `Date of disclosure 18th Nov 2009` `Contact name Bhavik Raiyarela` `Telephone number 02073992020` Name of offeree/offeror with which connected UMP Plc `Nature of connection (Note 9) Connected Advisor` Notes The Notes on Form 38.5(b) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END EMMILFSILRLTLIA More
Mon 10:52	Orange Mauritius Inv - Rule 8.3- (UMP PLC)	RNS
RNS Number : 5568C Orange Mauritius Investments Ltd 16 November 2009 FORM 8.3 DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the City Code on Takeovers and Mergers) `1. KEY INFORMATION` `Name of person dealing (Note 1) ORANGE MAURITIUS INVESTMENTS LTD` `Company dealt in UMP PLC` `Class of relevant security to which the 0.05 USD ORDINARY` dealings being disclosed relate (Note 2) `Date of dealing 13 NOV 09` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` (a) Interests and short positions (following dealing) in the class of `relevant security dealt in (Note 3)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 1,260,000 (1.2099%)` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 1,260,000 (1.2099%)` (b) Interests and short positions in relevant securities of the company, `other than the class dealt in (Note 3)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total `(c) Rights to subscribe (Note 3)` Class of relevant security: Details `3. DEALINGS (Note 4)` `(a) Purchases and sales` `Purchase/sale Number of securities Price per unit (Note 5)` `Purchase 500,000 1.99` (b) Derivatives transactions (other than options) Product name, Long/short (Note 6) Number of securities Price per unit (Note 5) `e.g. CFD (Note 7)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product Writing, Number of Exercise Type, e.g. Expiry Option` `name, e.g. selling, securities to price American, date money` `call option purchasing, which the European paid/received` `varying etc. option etc. per unit (Note` `relates 5)` `(Note 7)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. Is a Supplemental Form 8 attached? (Note 9) YES/NO - NO `Date of disclosure 16/11/09` `Contact name Ankur Shroff` `Telephone number 02074939000` If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END RETEAEFKFLNNFFE More
Mon 10:19	Jermyn Capital Ptnrs - EPT Disclosure	RNS
RNS Number : 5528C Jermyn Capital Partners 16 November 2009 DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RI STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY (Rule 38.5(b) of the Takeover Code) `1. KEY INFORMATION` `Name of exempt principal trader Jermyn Capital Partners Plc` `Company dealt in UMP Plc` `Class of relevant security to which the 0.05 USD Ordinary` dealings being disclosed relate (Note 1) `Date of dealing 13th Nov 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 2)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 18,070 0.01735%` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 18,070 0.01735% Nil` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 2)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total Nil Nil` RIGHTS TO SUBSCRIBE (NOTE 2) Class of relevant security: Details `3. DEALINGS (Note 3)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 4) `Purchase 3,00,000 1.98` `Sale 5,00,000 1.99` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 5) Number of securities Price per unit (Note 4)` `e.g. CFD (Note 6)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 6) unit (Note 4)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 4) (d) Other dealings (including new securities) (Note 3) Nature of transaction (Note 7) Details Price per unit (if applicable) (Note 4) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 38.5(b) attached? (Note 8) NO` `Date of disclosure 16th Nov 2009` `Contact name Bhavik Raiyarela` `Telephone number 02073992020` Name of offeree/offeror with which connected UMP Plc `Nature of connection (Note 9) Connected Advisor` Notes The Notes on Form 38.5(b) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END EMMILFLILDLRLIA More
09-11-09	UMP PLC - Offer Update	RNS
RNS Number : 2292C UMP PLC 09 November 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION UMP Plc ("UMP", or "the Company") Recommended Proposal by UTV Software Communications Limited Offer Update 9 November 2009 Further to the announcement made by the Company on 16 September 2009, and by way of update and amendment to the expected timetable of principal events set out in it and the Scheme Document, the Independent Directors of UMP announce that neither FIPB nor RBI consent to the Proposal has yet been received, although the process to obtain them remains ongoing. Accordingly, the Court Hearing to sanction the Scheme will not take place at 9.15 a.m. on 10 November 2009, as previously notified, but will be rescheduled to a time and date to be notified in due course. Furthermore, the Indian Court Hearing to sanction the Indian Scheme will not take place on 10 December 2009, as previously notified, but has been rescheduled to 18 December 2009. All other dates in the current expected timetable, as detailed in the announcement of 16 September 2009, currently remain the same including the date on which cancellation is expected to occur, being 7.00 a.m. on 8 January 2010. On the date of cancellation, share certificates in respect of the UMP Shares will cease to be valid and entitlements to UMP Shares held within the CREST system will be cancelled. Completion of the Proposal remains subject to the satisfaction or, if permitted, waiver of the conditions to the Proposal set out in the Scheme Document including, inter alia, the sanction of the Scheme by the Isle of Man Court and the Indian Scheme (so far as it relates to UMP) becoming effective. The Effective Date of the Scheme is still expected to be 8 January 2010, as set out in the Scheme Document. A further announcement giving notice of the new date for the Court Hearing to sanction the Scheme will be made in due course. 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 the Company's website www.utvmotionpictures.com. Enquiries: `UMP Telephone: + 44 (0) 20 7630 7042` Andrew Carnegie Peter Vanderpump Jefferies International Limited(Financial Telephone: +44 (0) 20 7029 8000 Adviser to UMP) Julian Culhane Sarah McNicholas `Grant Thornton Telephone: +44 (0) 20 7383 5100` (Nominated Adviser to UMP) Fiona Kindness Robert Beenstock Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for UMP and no one else in connection with the Proposal and other matters referred to in this announcement and accordingly will not be responsible to anyone other than UMP for providing the protections afforded to the clients of Jefferies International Limited nor for providing advice in relation to the Proposal, the Scheme Document or any other matter referred to in this announcement. Forward looking statements This announcement contains statements about UTV and UMP that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "may", "anticipates", "estimates", "synergies", "cost savings", "projects", "strategy", or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) the expected timetable for completing the Proposal, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of UTV, UMP or the Merged Group; (ii) business and management strategies and the expansion and growth of UTV's, UMP's or the Merged Group's operations and potential synergies resulting from the Proposal; and (iii) the effects of government regulation on UTV's, UMP's or the Merged Group's business. These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of UTV or UMP. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause them to differ from the actual results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward looking statements attributable to UTV or UMP or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward looking statements included in this announcement are based on information available to UTV and UMP on the date hereof. Investors should not place undue reliance on such forward looking statements, and UTV and UMP undertake no obligation to publicly update or revise any forward looking statements. No statement in this announcement is intended to constitute a profit forecast for any period. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of UTV or of UMP, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of UTV or UMP, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of UTV or of UMP by UTV or UMP, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks in this section "Dealing disclosure requirements" are defined in the City Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel. Distribution of this announcement and other matters The distribution of this announcement and the accompanying documents in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purpose of, complying with the law of the Isle of Man and the City Code and information disclosed may not be the same as that which would have been prepared in accordance with laws of jurisdictions outside the Isle of Man or the United Kingdom. Nothing in this announcement should be relied upon for any other purpose. The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and the issue of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since that date. No person has been authorised to make any representations on behalf of UMP or UTV concerning the Proposal or the Scheme which are inconsistent with the statements contained herein and any such representations, if made, may not be relied upon as having been so authorised. This announcement does not constitute a prospectus or prospectus equivalent document. No person should construe the contents of this announcement as legal, financial or tax advice and each person who receives this announcement should consult their own advisers in connection with the matters contained herein. This announcement is not an offer for sale of securities in the United States. The New UTV Shares to be issued in connection with the Proposal, have not been, and will not be, registered under the Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed with, such commission or authority or any securities law of any province or territory of Canada nor has a prospectus in relation to the New UTV Shares been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New UTV Shares to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the New UTV Shares may not be offered, sold, resold or delivered, directly or indirectly, in, into or from the United States, Canada, Australia or Japan or any other jurisdiction in which an offer of the New UTV Shares would constitute a violation of relevant laws or require registration of the New UTV Shares, or to or for the account or benefit of any person located in the United States, Canada, Australia or Japan. Unless otherwise determined by UTV and UMP and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Proposal or the Scheme are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into the United States, Canada, Australia or Japan. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from the United States, Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock Exchange END OUPEAXFNEAKNFFE More
05-11-09	Jermyn Capital Ptnrs - EPT Disclosure	RNS
RNS Number : 0211C Jermyn Capital Partners 05 November 2009 DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RI STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY (Rule 38.5(b) of the Takeover Code) `1. KEY INFORMATION` `Name of exempt principal trader Jermyn Capital Partners Plc` `Company dealt in UMP Plc` `Class of relevant security to which the 0.05 USD Ordinary` dealings being disclosed relate (Note 1) `Date of dealing 04th Nov 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 2)` `Long Short` `Number Number` `(%)` `(%)` `(1) Relevant securities 218,070` `0.2094%` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 218,070 Nil` `0.2094%` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 2)` `Class of relevant security: Long Short` `Number Number` `(%)` `(%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total Nil Nil` `(c) Rights to subscribe (Note 2)` Class of relevant security: Details `3. DEALINGS (Note 3)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 4) Purchase Sale `500,000 1.98` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 5) Number of securities Price per unit (Note 4)` `e.g. CFD (Note 6)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 6) unit (Note 4)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 4) (d) Other dealings (including new securities) (Note 3) Nature of transaction (Note 7) Details Price per unit (if applicable) (Note 4) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 38.5(b) attached? (Note 8) NO` `Date of disclosure 05th Nov 2009` `Contact name Sakshi Shah` `Telephone number 02073992020` Name of offeree/offeror with which connected UMP Plc `Nature of connection (Note 9) Connected Advisor` Notes The Notes on Form 38.5(b) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END EMMILFIILVLEIIA More
02-11-09	Jermyn Capital Ptnrs - EPT Disclosure	RNS
RNS Number : 7595B Jermyn Capital Partners 02 November 2009 DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RI STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY (Rule 38.5(b) of the Takeover Code) `1. KEY INFORMATION` `Name of exempt principal trader Jermyn Capital Partners Plc` `Company dealt in UMP Plc` `Class of relevant security to which the 0.05 USD Ordinary` dealings being disclosed relate (Note 1) `Date of dealing 30th Oct 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 2)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 718,070 0.6895%` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 718,070 0.6895% Nil` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 2)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total Nil Nil` RIGHTS TO SUBSCRIBE (NOTE 2) Class of relevant security: Details `3. DEALINGS (Note 3)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 4) `Purchase 2,000 1.90` Sale (b) Derivatives transactions (other than options) `Product name, Long/short (Note 5) Number of securities Price per unit (Note 4)` `e.g. CFD (Note 6)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 6) unit (Note 4)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 4) (d) Other dealings (including new securities) (Note 3) Nature of transaction (Note 7) Details Price per unit (if applicable) (Note 4) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 38.5(b) attached? (Note 8) NO` `Date of disclosure 02nd Nov 2009` `Contact name Sakshi Shah` `Telephone number 02073992020` Name of offeree/offeror with which connected UMP Plc `Nature of connection (Note 9) Connected Advisor` Notes The Notes on Form 38.5(b) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END EMMILFLILFLFIIA More
27-10-09	UMP PLC - Interim Results	RNS
This news article is displayed preformatted as it may contain results tables RNS Number : 4201B UMP PLC 27 October 2009 UMP PLC Interim Results 27 October 2009 UMP Plc ('UMP' or the "Company") is pleased to announce its interim results for the period ended to 30 September 2009. The financial information set out in these interim results is unaudited and does not constitute the Company and its subsidiaries (the "Group") statutory financial statements. KEY HIGHLIGHTS FOR THE PERIOD Hindi movies released * Agyaat released on 7 August 2009 * Kaminey released on 14 August 2009 * Ageey Se Right 6 released on 4 September 2009 * What's Your Raashee released on 25 September 2009 FINANCIAL HIGHLIGHTS For the period ended 30 September 2009 * Total revenue of USD 9.92 million * Operating Loss of USD 3.98 million * Net Loss after tax of USD 3.72 million * Basic and Diluted earnings per share USD (0.036) UPCOMING RELEASES The releases in third and fourth quarter of this financial year are as given below: Movie Name Release/Expected Star Cast Release Date Wake Up Sid 2 October 2009 Ranbir Kapoor & Konkana SenSharma Main Aur Mrs Khanna 16 October 2009 Salman Khan, Kareena Kapoor and Sohail Khan Kurbaan 20 November 2009 Saif Ali Khan, Kareena Kapoor and Vivek Oberoi Chance Pe Dance January 2010 Shahid Kapur and Genelia D'Souza Peter Gaya Kaam Se February 2010 Rajeev Khandelwal Paan Singh Tomar February 2010 Irrfa Khann and Mahie Gill Phillum City March 2010 John Abraham and Others All the Hindi releases mentioned above are targeted at the global market as UMP PLC distributes its products in 32 different countries. UTV Software Communications Limited ("UTV"), the ultimate parent company of UMP Plc, has today released its quarterly results to the BSE and NSE in India. These are available on their website www.utvnet.com. Extracts of the interim statements of the Company appear below and a full version is available on the Company's website www.utvmotionpictures.com. The Company notes the following reclassification adjustments that were made as part of the audit process for the year ended 31 March 2009. These presentational changes are to the comparative financials information for the six months ended 30 September 2008 do not have an impact on the originally stated profit, earnings per share or net asset figures. * US$ 8.9 million of creditors that had originally been netted off against debtors are now shown gross in the consolidated balance sheet. * Exchange gains and losses of US$ 0.1 million previously included within administration expenses are now shown separately. * In the consolidated cash flow statement, the US$ 10.2 million loan received from UTV Software Communications Limited, the Company's parent company, had originally been included within cash from operating activities. This has now been classified as a financing activity. CONTACTS UMP Plc +91 22 4098 1400 Siddharth Roy Kapur Grant Thornton Corporate Finance (Nomad) +44 207 383 5100 Fiona Kindness/ Robert Beenstock Jermyn Capital Partners Plc (Broker) +44 207 399 2020 Mehmet Ahmed/ Christopher Morris CHAIRMAN'S STATEMENT On account of the Indian Premiere League cricket tournament and the Twenty 20 World Cup the Company had planned its film releases to commence in the second quarter of this financial year. Additionally, the ongoing dispute between the United Producers and Distributors Forum and the national multiplex cinema chains was resolved in June 2009, resulting in favorable revenue sharing terms for the film producers and distributors. The first movie for the financial year ending 31 March 2010, Agyaat was released on 7th August, 2009. Three other movies 'Kaminey', 'Aagey Se Right' and 'What's your Raashee' were released during the second quarter. 'Kaminey' emerged as a cult classic, opening to huge audiences worldwide and to rapturous critical acclaim. It has been heralded as one of the break through movies of the decade and the Directors believe that it has enhanced the brand equity of UMP substantially as a studio that creates commercially and successful and critically acclaimed cinema. In the next quarter, the Company has three movies of different genres and scales scheduled to be released. The Company's Marathi language production, Harishchandrachi Factory, a soul stirring story about the making of India's first feature film, was chosen as India's official entry to the Academy Awards, reaffirming the Company's unique ability to pick stories and concepts that are capable of resonating with a worldwide audience. OFFER FOR UMP PLC On 20 July 2009 the Company announced the recommended proposal (the "Proposal") made by UTV to acquire the entire issued and to be issued share capital of UMP not already owned by UTV through a Scheme of Arrangement ("Scheme"). Pursuant to the Proposal: * the holders of UMP Shares not already owned by UTV (representing approx 23.18% of the entire issued ordinary share capital of UMP) will, for every 3.75 UMP Shares, receive 1 New UTV Share; * all the assets and business of UMP will be transferred to UTV; and * UMP will be dissolved (without winding up) (together the Scheme) On 14 October 2009 the Scheme was approved by a majority number of the Independent UMP Shareholders in the court convened meeting held on that date. Full details of the offer are available on the Company's website www.utvmotionpictures.com. Rohinton Soli Screwvala Chairman UNAUDITED CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2009 As at 30 Sep 2009 As at 30 Sep 2008 ASSETS USD USD Non-current assets Intangible assets - 1,376 Tangible assets 2,415 3,872 2,415 5,248 Current assets Inventories 115,979,641 103,866,951 Trade and other receivables 14,382,478 13,742,027 Cash and cash equivalents 713,984 195,601 131,076,103 117,804,579 Total assets 131,078,518 117,809,827 LIABILITIES Current liabilities Loan from ultimate holding company 34,287,774 8,958,999 Trade and other payables 5,752,880 16,220,059 Bank Overdraft 485 441 Tax liabilities - 100,250 40,041,139 25,279,749 EQUITY Share capital 5,206,897 5,206,897 Share premium account 63,008,898 63,145,124 Accumulated profits 22,752,090 24,106,045 Equity attributable to equity 90,967,885 92,458,066 holders of the parent Minority interest 69,494 72,012 Total equity 91,037,379 92,530,078 TOTAL LIABILITIES AND EQUITY 131,078,518 117,809,827 The unaudited financial statements were approved by the board of directors and authorised for issue on 26 October 2009 and are signed on its behalf by: ********** **********.. Siddharth Roy Kapur Charles Peter Arthur Vanderpump Director Director UNAUDITED CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2009 Period ended 30 Sep Period ended 30 Sep 2008 2009 USD USD Continuing Operations Revenue 9,921,835 27,695,616 Cost of sales (11,705,703) (19,787,415) Gross profit/ (loss) (1,783,868) 7,908,201 Administrative expenses (582,849) (485,155) Foreign exchange gains/(loss) (1,615,482) 1,414,810 Profit/(Loss) from operations (3,982,199) 8,837,856 Other income 58,773 61,197 Profit/ (Loss) before tax (3,923,426) 8,899,053 Income tax (expense) / income 207,021 (273,497) Profit after tax (3,716,405) 8,625,556 Attributable to Equity holders of parent (3,707,819) 8,603,503 Minority interest (8,586) 22,053 (3,716,405) 8,625,556 Earnings per share From continuing operations: (0.036) Basic 0.083 Diluted (0.036) 0.083 UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2009 Attributable to equity holders of the company Minority interest Total equity Share Share Premium Retained Earnings Capital Total Opening Balance (as on 1 April 5,206,897 63,008,898 26,459,909 78,080 94,753,784 2009) Net profit/(loss) for the - - (3,707,819) (3,707,819) (8,586) (3,716,405) period Balance at 30 September 2009 5,206,897 63,008,898 90,967,885 69,494 91,037,379 UNAUDITED CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2009 Period Period from 01 Apr 2009 from 01 Apr 2008 to 30 Sep 2009 to 30 Sep 2008 USD USD NET CASH (USED IN) OPERATING ACTIVITIES (875,023) (23,086,855) INVESTING ACTIVITIES Investment income 103 61,197 Purchases of tangible assets - (3,295) NET CASH FROM INVESTING ACTIVITIES 103 57,902 FINANCING ACTIVITIES Loan Received 1,227,200 8,753,061 NET CASH FROM FINANCING ACTIVITIES 1,227,200 8,753,061 NET INCREASE IN CASH AND CASH 352,280 (14,275,893) EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING 361,219 14,471,053 OF PERIOD CASH AND CASH EQUIVALENTS AT END OF 713,499 195,160 PERIOD CASH AND CASH EQUIVALENTS MADE UP OF: Bank balances and cash 713,984 195,601 Fixed deposits - - Bank overdraft (485) (441) 713,499 195,160 This information is provided by RNS The company news service from the London Stock Exchange END IR CKOKQFBDKAKB More
14-10-09	UMP PLC - Results of Court Meeting	RNS
RNS Number : 7684A UMP PLC 14 October 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION UMP Plc ("UMP", or "the Company") Recommended Proposal by UTV Software Communications Limited Results of Court Meeting 14 October 2009 On 20 July 2009 an announcement was made by the Company concerning the recommended proposal by UTV Software Communications Limited ("UTV") (the "Proposal") pursuant to which: THE HOLDERS OF THE UMP SHARES NOT ALREADY OWNED BY UTV (REPRESENTING APPROXIMATELY 23.18 PER CENT. OF THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF UMP) WILL, FOR EVERY 3.75 UMP SHARES, RECEIVE 1 NEW UTV SHARE; ALL THE ASSETS AND BUSINESS OF UMP WILL BE TRANSFERRED TO UTV; AND UMP WILL BE DISSOLVED (WITHOUT WINDING UP) (TOGETHER THE "SCHEME"). The Independent Directors of UMP announced on 8 September 2009 that the High Court of Justice in the Isle of Man had made an order in connection with the Scheme, that UMP convene a Court Meeting of the Independent UMP Shareholders for the purpose of considering, and if thought fit, approving the Scheme. A document containing, among other things, the terms of the Scheme, an Explanatory Statement and notice of the Court Meeting (the "Scheme Document") was posted to each of the Independent UMP Shareholders on 15 September 2009. On 16 September 2009 it was announced that the Court Meeting had been convened for 10.00 a.m. on 14 October 2009 at the offices of Simcocks Advocates Limited, Ridgeway House, Ridgeway Street, Douglas, Isle of Man IM99 1PY. UMP is pleased to announce that, at the Court Meeting held today, a majority in number of the Independent UMP Shareholders who voted (either in person or by proxy), representing not less that 75% in value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. The votes cast for the resolution were as follows: Number of Independent UMP Shareholders voting: For: 9 (100%). Against: Nil (Nil per cent.). Number of votes: For: 14,831,921 (100% of the votes cast at the Court Meeting, representing 61% of the total number of Scheme Shares as at the date hereof). Against: Nil (Nil per cent. of the votes cast at the Court Meeting, representing nil per cent. of the total number of Scheme Shares as at the date hereof). Completion of the Proposal remains subject to the satisfaction or, if permitted, waiver of the conditions to the Proposal set out in the Scheme Document including, inter alia, the sanction of the Scheme by the Isle of Man Court and the Indian Scheme (so far as it relates to UMP) becoming effective. The Court Hearing of UMP's petition to sanction the Scheme is expected to take place on 10 November 2009, as set out in the Scheme Document. The Effective Date of the Scheme is expected to be 8 January 2010, as set out in the Scheme Document. If the position changes, a further announcement will be made. Any capitalised term used but not defined in this announcement shall have the meaning ascribed to it in the Scheme Document. Enquiries: `UMP Telephone: + 44 (0) 20 7630 7042` Andrew Carnegie Peter Vanderpump Jefferies International Limited(Financial Telephone: +44 (0) 20 7029 8000 Adviser to UMP) Julian Culhane Sarah McNicholas `Grant Thornton Telephone: +44 (0) 20 7383 5100` (Nominated Adviser to UMP) Fiona Owen Robert Beenstock Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for UMP and no one else in connection with the Proposal and other matters referred to in this announcement and accordingly will not be responsible to anyone other than UMP for providing the protections afforded to the clients of Jefferies International Limited nor for providing advice in relation to the Proposal, the Scheme Document or any other matter referred to in this announcement. Forward looking statements This announcement contains statements about UTV and UMP that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "may", "anticipates", "estimates", "synergies", "cost savings", "projects", "strategy", or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) the expected timetable for completing the Proposal, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of UTV, UMP or the Merged Group; (ii) business and management strategies and the expansion and growth of UTV's, UMP's or the Merged Group's operations and potential synergies resulting from the Proposal; and (iii) the effects of government regulation on UTV's, UMP's or the Merged Group's business. These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of UTV or UMP. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause them to differ from the actual results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward looking statements attributable to UTV or UMP or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward looking statements included in this announcement are based on information available to UTV and UMP on the date hereof. Investors should not place undue reliance on such forward looking statements, and UTV and UMP undertake no obligation to publicly update or revise any forward looking statements. No statement in this announcement is intended to constitute a profit forecast for any period. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of UTV or of UMP, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of UTV or UMP, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of UTV or of UMP by UTV or UMP, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks in this section "Dealing disclosure requirements" are defined in the City Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel. Distribution of this announcement and other matters The distribution of this announcement and the accompanying documents in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purpose of, complying with the law of the Isle of Man and the City Code and information disclosed may not be the same as that which would have been prepared in accordance with laws of jurisdictions outside the Isle of Man or the United Kingdom. Nothing in this announcement should be relied upon for any other purpose. The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and the issue of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since that date. No person has been authorised to make any representations on behalf of UMP or UTV concerning the Proposal or the Scheme which are inconsistent with the statements contained herein and any such representations, if made, may not be relied upon as having been so authorised. This announcement does not constitute a prospectus or prospectus equivalent document. No person should construe the contents of this announcement as legal, financial or tax advice and each person who receives this announcement should consult their own advisers in connection with the matters contained herein. This announcement is not an offer for sale of securities in the United States. The New UTV Shares to be issued in connection with the Proposal, have not been, and will not be, registered under the Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed with, such commission or authority or any securities law of any province or territory of Canada nor has a prospectus in relation to the New UTV Shares been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New UTV Shares to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the New UTV Shares may not be offered, sold, resold or delivered, directly or indirectly, in, into or from the United States, Canada, Australia or Japan or any other jurisdiction in which an offer of the New UTV Shares would constitute a violation of relevant laws or require registration of the New UTV Shares, or to or for the account or benefit of any person located in the United States, Canada, Australia or Japan. Unless otherwise determined by UTV and UMP and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Proposal or the Scheme are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into the United States, Canada, Australia or Japan. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from the United States, Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock Exchange END MSCUSUURKKRRAAA More
09-10-09	BRIEF-UMP says still believes UTV Software offer is fair	AFX UK Focus
LONDON, Oct 9 (Reuters) - UMP Plc: NOTES ANNOUNCEMENT BY UTV SOFTWARE COMMUNICATIONS LTD THAT UTV INTENDS TO SEEK APPROVAL TO RAISE ADDITIONAL CAPITAL THROUGH THE ISSUE OF EQUITY UMP DIRECTORS CONTINUE TO CONSIDER UTV SOFTWARE BID PROPOSAL FOR UMP TO BE FAIR AND REASONABLE ((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here) COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More
09-10-09	UMP PLC - Offer Update	RNS
RNS Number : 5334A UMP PLC 09 October 2009 Not for release, publication or distribution (in whole or in part) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. FOR IMMEDIATE RELEASE 9 October 2009 UMP Plc ("UMP") Offer Update On 20 July 2009, it was announced that the independent directors of UMP Plc (the "Independent UMP Directors") and the board of UTV Software Communications Limited ("UTV") had reached agreement on the terms for the acquisition by UTV of the ordinary shares in UMP not already owned by UTV (the "Proposal"). The Independent UMP Directors note the announcement earlier today by UTV that UTV intends to seek approval from its shareholders to raise additional capital through the issue of equity shares (or other securities convertible into equity shares) by way of a public issue and/or a private placing (the "Fund Raising"). UTV has stated that the total proceeds of the Fund Raising will not exceed US$150 million and would be used by UTV to meet its growth plans in movies, broadcasting and gaming verticals and also to retire debt. The Independent UMP Directors have considered the proposed Fund Raising and confirm that, having been so advised by Jefferies International Limited ("Jefferies"), they continue to consider the terms of the Proposal to be fair and reasonable. In providing its advice to the Independent UMP Directors, Jefferies has taken into account the commercial assessment of the Independent UMP Directors. Accordingly, the Independent UMP Directors continue to unanimously recommend that shareholders vote in favour of the resolution to be proposed at the Court Meeting which has been convened to enable the Independent UMP Shareholders to consider and, if thought fit, approve the Proposal. As previously notified, the Court Meeting will be held at 10.00 a.m. on 14 October 2009 at the offices of Simcocks Advocates Limited, Ridgeway House, Ridgeway Street, Douglas, Isle of Man IM99 1PY. It is important that as many votes as possible are cast at the Court Meeting so that the Court may be satisfied that there is a fair and reasonable representation of Independent UMP Shareholders. Shareholders are therefore strongly urged to sign and return their Form of Proxy in accordance with the instructions on it as soon as possible and in any event so that any proxy appointments are received by Computershare at Computershare Investor Services (Jersey) Limited, 31 Pier Road, St. Helier, Jersey JE4 8PW by 10.00 a.m. on 12 October 2009. All defined terms used in this announcement have the same meaning as stated in the circular dated 15 September 2009 sent to the Independent UMP Shareholders in connection with the Proposal. Enquiries: `UMP Plc Tel: + 44 (0) 207 630 7042` Andrew Carnegie `Jefferies International Limited Tel: +44 (0) 207 029 8000` (Financial Adviser to UMP) Julian Culhane Sarah McNicholas `Grant Thornton UK LLP Tel: +44 (0) 207 383 5100` (Nomad to UMP) Fiona Owen Robert Beenstock Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for UMP and no one else in connection with the possible offer and accordingly will not be responsible to anyone other than UMP for providing the protections afforded to clients of Jefferies International Limited nor for providing advice in relation to the possible offer or any other matter referred to in this announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of UMP or UTV, all "dealings" in any "relevant securities" of those companies (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of UMP or UTV they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of UMP or of UTV by UMP or UTV, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.takeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial advisor authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. END This information is provided by RNS The company news service from the London Stock Exchange END OUPEAEENEFANFFE More
22-09-09	Indasia Holderings - Rule 8.3 - UMP Plc	RNS
RNS Number : 1730Z Indasia Holderings Limited 16 September 2009 `FORM 8.3` DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code) `1. KEY INFORMATION` `Name of person dealing (Note 1) Indasia Holderings Ltd` `Company dealt in UMP` `Class of relevant security to which the dealings 0.05 USD Ordinary` being disclosed relate (Note 2) `Date of dealing 1st September 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 268,359 0.2577%` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 268,359 0.2577%` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total `(c) Rights to subscribe (Note 3)` Class of relevant security: Details `3. DEALINGS (Note 4)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 5) `Sale 1,000,000 1.99` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 6) Number of securities Price per unit (Note 5)` `e.g. CFD (Note 7)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 7) unit (Note 5)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 8 attached? (Note 9) NO` `Date of disclosure 16th September 2009` `Contact name Sharmil Shah` `Telephone number (230) 203 1113` If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END RETBXGDCRXBGGCL More
22-09-09	Indasia Holderings - Rule 8.3 - UMP Plc	RNS
RNS Number : 1726Z Indasia Holderings Limited 16 September 2009 `FORM 8.3` DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code) `1. KEY INFORMATION` `Name of person dealing (Note 1) Indasia Holderings Ltd` `Company dealt in UMP` `Class of relevant security to which the dealings 0.05 USD Ordinary` being disclosed relate (Note 2) `Date of dealing 29th May 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 1,268,359 1.2179%` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 1,268,359 1.2179%` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total `(c) Rights to subscribe (Note 3)` Class of relevant security: Details `3. DEALINGS (Note 4)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 5) `Purchase 139,535 0.933491` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 6) Number of securities Price per unit (Note 5)` `e.g. CFD (Note 7)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 7) unit (Note 5)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 8 attached? (Note 9) NO` `Date of disclosure 16th September 2009` `Contact name Sharmil Shah` `Telephone number (230) 203 1113` If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END RETBXGDCDXBGGCL More
18-09-09	Jermyn Capital Ptnrs - EPT Disclosure	RNS
RNS Number : 2949Z Jermyn Capital Partners 18 September 2009 DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RI STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY (Rule 38.5(b) of the Takeover Code) `1. KEY INFORMATION` `Name of exempt principal trader Jermyn Capital Partners Plc` `Company dealt in UMP Plc` `Class of relevant security to which the 0.05 USD Ordinary` dealings being disclosed relate (Note 1) `Date of dealing 17th Sep 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 2)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 716,070 0.6876%` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 716,070 0.6876% Nil` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 2)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total Nil Nil` RIGHTS TO SUBSCRIBE (NOTE 2) Class of relevant security: Details `3. DEALINGS (Note 3)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 4) `Purchase 268,359 1.90` `Sale 268,359 1.90` (b) Derivatives transactions (other than options) `Product name, Long/short (Note 5) Number of securities Price per unit (Note 4)` `e.g. CFD (Note 6)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 6) unit (Note 4)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 4) (d) Other dealings (including new securities) (Note 3) Nature of transaction (Note 7) Details Price per unit (if applicable) (Note 4) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 38.5(b) attached? (Note 8) NO` `Date of disclosure 18th Sep 2009` `Contact name Sakshi Shah` `Telephone number 02073992020` Name of offeree/offeror with which connected UMP Plc `Nature of connection (Note 9) Connected Advisor` Notes The Notes on Form 38.5(b) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END EMMIIFIAATITLIA More
16-09-09	UMP PLC - Notice of Court Meeting and Cancellation from AIM	RNS
RNS Number : 1197Z UMP PLC 16 September 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION UMP Plc ("UMP", or "the Company") Notice of Court Meeting of Independent UMP Shareholders, Posting of Scheme Document and Cancellation of Admission 16 September 2009 Further to the announcement made by the Company on 20 July 2009 concerning the recommended proposal by UTV Software Communications Limited ("UTV") (the "Proposal") pursuant to which: THE HOLDERS OF THE UMP SHARES NOT ALREADY OWNED BY UTV (REPRESENTING APPROXIMATELY 23.18 PER CENT. OF THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF UMP) WILL, FOR EVERY 3.75 UMP SHARES, RECEIVE 1 NEW UTV SHARE; ALL THE ASSETS AND BUSINESS OF UMP WILL BE TRANSFERRED TO UTV; AND UMP WILL BE DISSOLVED (WITHOUT WINDING UP) (TOGETHER THE "SCHEME"), the Independent Directors of UMP announce that, on 8 September 2009 the High Court of Justice in the Isle of Man made an order in connection with the Scheme, that UMP convene a Court Meeting of UMP Shareholders for the purpose of considering, and if thought fit, approving the Scheme. Any capitalised term used but not defined in this announcement shall have the meaning ascribed to it in the Scheme Document (defined below). The Proposal The Proposal values the existing issued ordinary share capital of UMP at approximately US$271.92 million and each UMP Share at US$2.61 based on the Indian Closing Price of Rs. 475.00 per UTV Share on 11 September 2009 (being the last practicable Business Day prior to the publication of the Scheme Document). The Proposal represents a premium of approximately: 27.4 PER CENT. TO THE CLOSING MIDDLE MARKET PRICE OF US$2.05 PER UMP SHARE ON 11 SEPTEMBER 2009, THE LATEST PRACTICABLE BUSINESS DAY PRIOR TO THE PUBLICATION OF THE SCHEME DOCUMENT; AND 190.1 PER CENT. TO THE CLOSING MIDDLE MARKET PRICE OF US$0.90 PER UMP SHARE ON 15 MAY 2009, THE LAST BUSINESS DAY PRIOR TO THE ANNOUNCEMENT BY UMP THAT IT WAS IN DISCUSSIONS WITH ITS PARENT, UTV, IN RELATION TO A POTENTIAL OFFER FOR UMP. Notice of Court Meeting of the Independent UMP Shareholders and Posting of Scheme Document As described in the Scheme Document, the Scheme will require the approval of the Independent UMP Shareholders at the Court Meeting. The Court Meeting will be held at 10.00 a.m. on 14 October 2009 at the offices of Simcocks Advocates Limited, Ridgeway House, Ridgeway Street, Douglas, Isle of Man IM99 1PY. A document containing, among other things, the terms of the Scheme, an Explanatory Statement, notice of the Court Meeting, a timetable of principal events, and details of the action to be taken by Independent UMP Shareholders (the "Scheme Document") was posted yesterday to each of the Independent UMP Shareholders. The Scheme Document is available on the Company's website at www.utvmotionpictures.com. Voting at the Court Meeting It is important that as many votes as possible are cast at the Court Meeting so that the Court may be satisfied that there is a fair and reasonable representation of Independent UMP Shareholder opinion. You are therefore strongly urged to complete and return your Form of Proxy as soon as possible or, if you hold your UMP Shares through CREST, to provide your CREST Participant or broker with your voting instructions in respect of the Court Meeting as soon as possible. Under the Isle of Man Companies Act, the Scheme must be approved by a majority in number of those Independent UMP Shareholders representing 75 per cent. or more in value of the Independent UMP Shareholders present and voting, either in person or by proxy, at the Court Meeting. Timetable The expected timetable of principal events is as follows: `Event Time and/or date` `Latest time for lodging Form of 10.00 a.m. on 12` `Proxy for the Court Meeting (blue October 2009` form) `Voting Record Time for Court 6.00 p.m. on 12` `Meeting October 2009` `Court Meeting 10.00 a.m. on 14` `October 2009` `Indian Court Meeting 10.30 a.m. (Indian` `Standard Time) on` `14 October 2009` The following dates are indicative only and are subject to change: `Receive FIPB consent End of October 2009` `Receive RBI consent Early November 2009` `Court Hearing to sanction the 9.15 a.m. on 10` `Scheme November 2009` `Court Order filed with the Isle of 13 November 2009` Man Companies Registry `Indian Court Hearing to sanction 10 December 2009` the Indian Scheme `Latest time for return of 6.00 p.m. (Indian` `Settlement Instruction Forms Standard Time) on` `7 January 2010` `Last day of dealings in, and for 7 January 2010` registration of transfers of, UMP Shares `Scheme Record Time 6.00 p.m. on 7` `January 2010` `Indian Court Order registered with 8 January 2010` the Indian Registrar of Companies `Effective Date of the Scheme 8 January 2010` `Issue of New UTV Shares On the Effective` `Date` `Cancellation of admission to 7.00 a.m. on the` `trading on AIM of UMP Shares Effective Date` `Transfer of assets and business of On the Effective` `UMP to UTV Date` Dissolution of UMP (without winding On the Effective `up) Date` Mauritius Scheme becomes effective On the Effective `and the business and assets of Date` UTV(Mauritius) are transferred to UTV `Listing of New UTV Shares Within 14 days after` `the Effective Date` Commencement of dealings in New UTV Within 14 days after `Shares on the National Stock the Effective Date` Exchange and the Bombay Stock Exchange `Date for settlement of Within 14 days after` `consideration the Effective Date` These dates are indicative only and will depend on, amongst other things, the date upon which the Conditions (including, without limitation, the Court sanction of the Scheme and the Indian Court sanction of the Indian Scheme) are either satisfied or (in certain limited cases) waived. In particular, the actual dates of the Court Hearing and the Indian Court Hearing may be subject to change, and the dates upon which the consent of the FIPB and RBI will be received is not yet certain. UMP will make further announcements regarding the timetable as required. Cancellation of Admission to Trading on AIM If the Scheme becomes effective, UMP will be dissolved (without winding up). Application will be made to the London Stock Exchange for the cancellation of the UMP Shares from admission to trading on AIM. Based on the current expected timetable cancellation is expected to occur at 7.00 a.m. on 8 January 2010. On the date of cancellation, share certificates in respect of the UMP Shares will cease to be valid and entitlements to UMP Shares held within the CREST system will be cancelled. All references to time and dates in this announcement are to the relevant time and date in the United Kingdom, unless otherwise stated. Copies of (amongst other documents) the Scheme Document will be available for inspection during normal business hours on Monday to Friday of each week (public holidays excepted) up to and including the Effective Date at the office of Simcocks Advocates Limited, Ridgeway House, Ridgeway Street, Douglas, Isle of Man, IM99 1PY and at the office of Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA. Copies of this announcement and the Scheme Document (amongst other documents) are also available on the Company's website www.utvmotionpictures.com. Enquiries: `UMP Telephone: + 44 (0) 20 7630 7042` Andrew Carnegie Peter Vanderpump Jefferies International Limited(Financial Telephone: +44 (0) 20 7029 8000 Adviser to UMP) Julian Culhane Sarah McNicholas `Grant Thornton Telephone: +44 (0) 20 7383 5100` (Nominated Adviser to UMP) Fiona Owen Robert Beenstock Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for UMP and no one else in connection with the Proposal and other matters referred to in this announcement and accordingly will not be responsible to anyone other than UMP for providing the protections afforded to the clients of Jefferies International Limited nor for providing advice in relation to the Proposal, the Scheme Document or any other matter referred to in this announcement. Forward looking statements This announcement contains statements about UTV and UMP that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "may", "anticipates", "estimates", "synergies", "cost savings", "projects", "strategy", or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) the expected timetable for completing the Proposal, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of UTV, UMP or the Merged Group; (ii) business and management strategies and the expansion and growth of UTV's, UMP's or the Merged Group's operations and potential synergies resulting from the Proposal; and (iii) the effects of government regulation on UTV's, UMP's or the Merged Group's business. These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of UTV or UMP. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause them to differ from the actual results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward looking statements attributable to UTV or UMP or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward looking statements included in this announcement are based on information available to UTV and UMP on the date hereof. Investors should not place undue reliance on such forward looking statements, and UTV and UMP undertake no obligation to publicly update or revise any forward looking statements. No statement in this announcement is intended to constitute a profit forecast for any period. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of UTV or of UMP, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of UTV or UMP, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of UTV or of UMP by UTV or UMP, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks in this section "Dealing disclosure requirements" are defined in the City Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel. Distribution of this announcement and other matters The distribution of this announcement and the accompanying documents in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purpose of, complying with the law of the Isle of Man and the City Code and information disclosed may not be the same as that which would have been prepared in accordance with laws of jurisdictions outside the Isle of Man or the United Kingdom. Nothing in this announcement should be relied upon for any other purpose. The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and the issue of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since that date. No person has been authorised to make any representations on behalf of UMP or UTV concerning the Proposal or the Scheme which are inconsistent with the statements contained herein and any such representations, if made, may not be relied upon as having been so authorised. This announcement does not constitute a prospectus or prospectus equivalent document. No person should construe the contents of this announcement as legal, financial or tax advice and each person who receives this announcement should consult their own advisers in connection with the matters contained herein. This announcement is not an offer for sale of securities in the United States. The New UTV Shares to be issued in connection with the Proposal, have not been, and will not be, registered under the Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed with, such commission or authority or any securities law of any province or territory of Canada nor has a prospectus in relation to the New UTV Shares been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New UTV Shares to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the New UTV Shares may not be offered, sold, resold or delivered, directly or indirectly, in, into or from the United States, Canada, Australia or Japan or any other jurisdiction in which an offer of the New UTV Shares would constitute a violation of relevant laws or require registration of the New UTV Shares, or to or for the account or benefit of any person located in the United States, Canada, Australia or Japan. Unless otherwise determined by UTV and UMP and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Proposal or the Scheme are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into the United States, Canada, Australia or Japan. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from the United States, Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock Exchange END MSCBLGDCIUBGGCU More
08-09-09	Amoeba Capital Ptnrs - Rule 8.3- UMP PLC	RNS
RNS Number : 6941Y Amoeba Capital Partners Pte Ltd 08 September 2009 `FORM 8.3` DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code) `1. KEY INFORMATION` `Name of person dealing (Note 1) AMOEBA CAPITAL ASIA FUND` `Company dealt in UMP PLC` `Class of relevant security to which the dealings 5 CENTS ORDINARY` being disclosed relate (Note 2) `Date of dealing 07 September 2009` `2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE` `(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)` `Long Short` `Number (%) Number (%)` `(1) Relevant securities 2,116,696 2.03` (2) Derivatives (other than options) (3) Options and agreements to purchase/sell `Total 2,116,696 2.03` `(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)` `Class of relevant security: Long Short` `Number (%) Number (%)` (1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total `(c) Rights to subscribe (Note 3)` Class of relevant security: Details `3. DEALINGS (Note 4)` `(a) Purchases and sales` Purchase/sale Number of securities Price per unit (Note 5) `50,000 1.95` Sale (b) Derivatives transactions (other than options) `Product name, Long/short (Note 6) Number of securities Price per unit (Note 5)` `e.g. CFD (Note 7)` (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying `Product name, Writing, selling, Number of securities Exercise Type, e.g. American, Expiry Option money` `e.g. call option purchasing, varying to which the option price European etc. date paid/received per` `etc. relates (Note 7) unit (Note 5)` `(ii) Exercising` Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) `4. OTHER INFORMATION` Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. `Is a Supplemental Form 8 attached? (Note 9) YES/NO` `Date of disclosure 8 September 2009` `Contact name Henry Soediarko` `Telephone number +65 6877 6912` If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END RETZGGGLGRRGLZM More

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