Changes to Investment Manager Agreement
13 Juli 2010 - 7:30PM
UK Regulatory
TIDMIFC
RNS Number : 3029P
Indian Film Company Limited (The)
13 July 2010
13 July 2010
The Indian Film Company Limited
(the "Company")
Changes to Investment Manager Agreement
The Company notes that profitability for films released at the box office is yet
to return to previous levels. The Company also notes the announcement of Viacom
18 Media Private Limited ("Viacom 18") on 5 July 2010 regarding a possible offer
for the issued share capital of the Company.
For these reasons the Company has agreed with its Investment Manager, Film
Investment Managers (Mauritius) Limited ("Investment Manager"), not to charge
the Investment Management Fee ("Fee") chargeable under the Investment Management
Agreement for the first quarter ended 30 June 2010 and also not to charge the
Fee for the period ended 30 September 2010. After the end of this period the
Company and its Investment Manager will mutually review and decide on the Fee
which shall be payable for the period starting from the second quarter of the
current financial year.
Please also refer to the earlier announcement made on 30 March 2010 in respect
of a reduction in the Fee for the year ended 31 March 2010 from 2% of the
opening Net Asset Value ("NAV") to 1% of the opening NAV.
As the Investment Manager is deemed to be a related party under the AIM Rules,
the independent directors (which excludes Raghav Bahl), having consulted with
the Company's Nominated Adviser, consider the Fee to be fair and reasonable
insofar as shareholders are concerned.
For further information, please contact:
The Indian Film Company Limited
Manish Thukral
Tel: +91 226 629 1703
Grant Thornton Corporate Finance (Nominated Adviser)
Fiona Kindness/Salmaan Khawaja
Tel: +44 207 383 5100
Elara Capital Plc (Broker and Rule 3 Adviser)
Pooja Agrawal
Tel: +44 207 486 9733
Notes to Editors
The Indian Film Company (the "Company") is a specialist film investment company
which was admitted to trading on the AIM market in June 2007 and raised GBP 55
million in order to invest in a diverse portfolio of Indian films targeted at
the Indian audiences across varying genre, language and budgets.
The Company is part of the Network 18 Group, with the Network 18 Parties'
holding 80.38% of the Company's issued share capital and is managed by Film
Investment Managers (Mauritius) Ltd., which is jointly and equally owned by
Viacom Inc. and BK Media Mauritius PVT. BK Media Mauritius PVT is owned by
Raghav Bahl, the founder and controlling shareholder of Network 18.
The Company uses the services of STUDIO 18, India's largest vertically
integrated motion picture company, to distribute, exploit and market its bouquet
of in-house productions, co-productions and acquisitions. Studio 18 is part of
Viacom 18, a 50/50 joint venture set-up between Viacom and Network 18.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3. Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the
offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the
Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue, when the offer
period commenced and when any offeror was first identified. If you are in any
doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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