SLIDE 1
Disclaimer
As described in a scheme document dated 15 September 2009, UTV Software Communications Limited ("UTV") has made a proposal (the "Proposal") pursuant to which (by means of schemes of arrangement under the laws of the Isle of Man and India): the holders of the shares in UTV's subsidiary, UMP Plc (admitted to trading on AIM), not already owned by UTV (representing approximately 23.18 per cent.
- f 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). For the purposes of the Proposal only, the directors of UTV, whose names are set out in paragraph 2.2 of Part Ten of the Scheme Document (the "UTV Directors"), each accept responsibility for the information in this presentation and to the best of the knowledge and belief of the UTV Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. This presentation contains certain forward looking statements concerning UTV Software Communications Limited's and its subsidiaries' future business prospects and business profitability, which are subject to a number of risks and uncertainties and the actual results could materially differ from those in such forward looking statements. The risks and uncertainties relating to these statements include, but not limited to, risks and uncertainties, regarding fluctuations in earnings, our ability to manage growth, competition (both domestic and international), economic growth in India and globally, our ability to manage our international operations, government policies, fiscal deficits, regulations, etc. The company does not undertake to make any announcement in case any of these forward looking statements become materially incorrect in future or update any forward looking statements made from time to time by or on behalf of the company. No part of this presentation shall be reproduced, copied, forwarded to any third party either in print of in electronic form without prior express consent of the company. This presentation does not constitute an offer to sell or the solicitation of an offer to purchase or subscribe for any securities of UTV Software Communications Ltd. (the “Company”) in any jurisdiction including India and the United States. No part of this presentation should form the basis of or be relied upon in connection with any investment decision or any contract or commitment to purchase or subscribe for any securities of the Company. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company, its management and its financial statements. None of the Company’s securities may be offered or sold in the United States, without registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from registration therefrom.