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Wednesday 21 December, 2011

Acorn Global Investments Limit

Posting of Offer Document


                                                               21 December 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, OR FROM, 
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION

                                 Cash Offer by                                 

                       Acorn Global Investments Limited                        

                                      for                                      

                          Dhir India Investments plc                           

Further to the announcement on 20 December 2011 of the cash offer by Cairn
Financial Advisers LLP ("Cairn Financial Advisers") on behalf of Acorn Global
Investments Limited ("Acorn") for the entire issued and to be issued share
capital of Dhir India Investments plc ("DII") (the "Offer"), Acorn announces
that the offer document dated 20 December 2011 in respect of the offer (the
"Offer Document") and the Form of Acceptance were posted to DII shareholders
yesterday.

The first closing date of the Offer is 1 p.m. (London time) on Wednesday, 11
January 2012.

Copies of the Offer Document are available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
Acorn's website at www.acornglobalinvestments.net and for collection from Cairn
Financial Advisers LLP, 61 Cheapside, London EC2V 6AX or Share Registrars
Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL.

Certain terms used in this announcement are defined in the Offer Document.

Enquires:

Acorn Global Investments Limited                         +44 7776 181 400      
                                                                               
Anup N Dalal                                                                   
                                                                               
Cairn Financial Advisers LLP - Financial Advisers to     +44 20 7148 7900      
Acorn                                                                          
                                                                               
Tony Rawlinson / Jo Turner                                                     
                                                                               
Dhir India Investments plc                               +44 7776 196 674      
                                                                               
Charlie Hambro                                                                 
                                                                               
Evolution Securities - Nominated Adviser to DII          +44 20 7071 4300      
                                                                               
Jeremy Ellis /Patrick Castle                                                   

Cairn Financial Advisers, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Acorn
and no-one else in connection with the Offer. Cairn Financial Advisers will not
be responsible to anyone other than Acorn for providing the protections
afforded to clients of Cairn Financial Advisers or for giving advice in
relation to the Offer or the content of, or any matter or arrangement referred
to in, this announcement.

 

Evolution Securities, which is authorised and regulated in the United Kingdom
regulated by the Financial Services Authority, is acting exclusively for DII as
independent financial adviser, and no one else in connection with the Offer and
will not be responsible to any other person other than DII for providing the
protection afforded to clients of Evolution Securities or for giving advice in
relation to the Offer or the content of this announcement or any transaction or
arrangement referred to herein.

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. 

Overseas shareholders

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed is not the same as would have
been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside the United Kingdom. Unless otherwise determined
by Acorn or required by the Code and permitted by applicable law and
regulation, the Offer is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means or instrumentality (including,
without limitation, electronically or by facsimile transmission, internet,
email, telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, the United
States, Canada, Australia, Japan or any other Restricted Jurisdiction and,
subject to certain exceptions, the Offer cannot be accepted by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia, Japan or any other Restricted Jurisdiction. Accordingly, unless
otherwise determined by Acorn or required by the Code and permitted by
applicable law and regulation, copies of this document and any related document
are not being, and must not be, directly or indirectly, mailed, distributed,
transmitted, forwarded or otherwise sent, in whole or in part, in, into or from
the United States, Canada, Australia,

Japan or any other Restricted Jurisdiction and persons receiving this document
or any related document (including, without limitation, custodians, nominees
and trustees) should not distribute, mail, transmit, forward or send them or
any of them in, into or from the United States, Canada, Australia, Japan or any
other Restricted Jurisdiction as doing so may render invalid any purported
acceptance of the Offer by any such person in any jurisdiction in which such
offer or solicitation is unlawful.

The availability of the Offer to persons not resident in the United Kingdom or
who are subject to the laws of any jurisdiction other than the United Kingdom
may be affected by the laws of the relevant jurisdiction. Such persons should
inform themselves about, and observe, any applicable legal or regulatory
requirements. Further details in relation to overseas shareholders are
contained in the Offer Document.

a d v e r t i s e m e n t