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UTV Software Communications has moved a step closer to delisting its whollyowned subsidiary UTV Motion Pictures from London's Alternate Investment Market and subsequently merge the company with itself. A proposal for the same was approved by the independent directors on the UTV Motion Pictures board.

The move would give greater control for parent company UTV and also provide an exit option for investors in UMP, in a tight UK market.

UTV is looking to complete the process tentatively by mid-February 2010 and now requires approvals from relevant authorities such as stock exchanges in India, the Foreign Investment Promotion Board, RBI, among others.

UTV owns 76.82% in UMP while the balance is widely held by independent directors. According to the proposal put to the board, UTV will issue one new UTV share for every 3.75 UMP shares. This share swap ratio will result in a dilution of 15.84% of UTV’s equity share capital. UMP’s assets and business will be transferred to UTV and it will be dissolved from AIM without winding up.

The proposal values UMP at approximately $194.74 million and each UMP share at $1.87. UMP was advised by Jefferies International, while Merrill Lynch was retained by UTV.

"I am pleased we have come to an agreement on this proposal and that the independent UMP directors have unanimously resolved to recommend it,” said UTV chairman Rohinton Screwvala. “The proposal provides substantially greater liquidity for the independent UMP shareholders and access to enhanced prospects as part of the wider UTV Group."

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