Mishcon de Reya completes first stage of US$45 million takeover of UMP plc

Mishcon de Reya today announces that its Corporate Group has completed the first part of a US$45 million takeover of UMP plc by UTV Software Communications Limited (UTV), a leading Indian entertainment company.

Over the past three months Mishcons has been advising UMP plc, an AIM-listed Indian-movie production company, and its independent directors on the takeover by its Indian listed parent company of the remaining 23% minority not already held by UTV. It is a complex transaction that involves the issue of new shares in UTV to the UMP minority shareholders in return for the transfer to UTV of the business and assets of UMP. The transaction is being effected by three separate schemes of arrangement in the Isle of Man, India and Mauritius that will each require both shareholder and court approval.  Certain regulatory approvals are now awaited from the Indian stock exchanges before the transaction can proceed to the next stage where court applications are made and shareholder approvals are sought.

Mishcon de Reya’s corporate partner Ross Bryson commented,

"We are delighted to be advising UMP on this takeover. Not only does it underline our credentials for acting on Indian-related deals but it also highlights well the technical capabilities and strength-in-depth of the Mishcon’s corporate team.  There was very little precedent for a shares-for-assets takeover by way of inter-locking schemes of arrangement in different jurisdictions and so a new approach was required to deal with various aspects. We look forward to completing the next stages of this transaction over the next few months.”

Mishcon de Reya corporate partner Ross Bryson led the team which included corporate partners Stuart McMaster and Christopher Jones, and corporate assistant Shika Thakrar.

Advisers to UMP included Jefferies International Limited as financial advisor, Mishcon de Reya as to UK law, Simcocks Advocates Limited as to Isle of Man law, J. Sagar Associates as to Indian law and BMR Advisors as to tax.

Advisers to UTV included Merrill Lynch International as financial advisor, Sidley Austin LLP as to UK law, Cains as to Isle of Man law, AZB & Partners as to Indian law and Ernst & Young as to tax.