Dhir India Investments : Offer Declared Unconditional in All Respects

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 Offer unconditional in all respects

On 20 December 2011, Acorn Global Investments Limited ("Acorn") announced a cash offer ("the Offer") of 42 pence per Dhir India Investments plc ("DII") share (the "Offer Price") for the entire issued and to be issued ordinary share capital of DII. The Offer Document containing the formal terms of the Offer was posted to DII Shareholders on the same day.

Level of Acceptance

As at 1.00 p.m. on 11 January 2012, Acorn had received valid acceptances of the Offer in respect of 15,514,925 DII Shares representing, in total, approximately 93.09 per cent. of DII's issued share capital, all of which Acorn may count towards the satisfaction of its acceptance condition. The Offer has accordingly become unconditional as to acceptances. The Acorn board is pleased to announce that, all of the conditions to the Offer having now been satisfied or waived, the Offer is unconditional in all respects. The Offer will remain open for acceptance until 1.00 p.m. on 25 January 2012 at which time the Offer will be closed.

Prior to making the Offer, neither Acorn, the Acorn Directors nor any persons acting in concert with Acorn owned or had any beneficial or non-beneficial interest in the share capital of DII.

Save as disclosed in this announcement, neither Acorn, the Acorn Directors nor any persons acting in concert with Acorn, is interested in or has any rights to subscribe for any DII Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to DII Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of DII Shares and any borrowing or lending of DII Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to DII Shares.

Consideration

Settlement of the consideration due to DII Shareholders who have already provided valid and complete acceptances under the Offer will be despatched (or in respect of DII Shares held in uncertificated form, credited through CREST) by 25 January 2012. The consideration due to DII Shareholders who provide, or have provided, valid and complete acceptances under the Offer after 1.00 p.m. on 11 January 2012 will be despatched (or in respect of DII Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.

Compulsory acquisition and quotation on AIM

Notwithstanding Acorn having received acceptances for more than 90 per cent. of the DII Shares to which the Offer relates, Acorn's intention is to take such steps as necessary to maintain DII's quotation on AIM. No assurances, however, can be given that the quotation on AIM will be maintained.

Until this matter is resolved, no decision will be made as to whether Acorn will compulsorily acquire any DII Shares not owned by Acorn after the Offer has closed.

Acceptance of the Offer

To accept the Offer in respect of DII Shares in certificated form, the Form of Acceptance must be completed, signed and returned, together with your definitive share certificate(s) and/or other document(s) of title, as soon as possible so as to be received by post by Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL or (during the hours of 9.00 a.m. to 5.00 p.m. only) by hand to Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL. The procedure for acceptance of the Offer in respect of certificated DII Shares is set out in paragraph 13(a) of Part III of the Offer Document and in the Form of Acceptance.

To accept the Offer in respect of DII Shares in uncertificated form, acceptances should be made electronically through CREST. The procedure for acceptance of the Offer in respect of DII Shares in uncertificated form is set out in paragraph 13(b) of Part III of the Offer Document.

If a holder of DII Shares is in any doubt about the Offer or any action he should take, he is recommended immediately to seek his own personal financial advice from his stockbroker, bank manager, solicitor, accountant or another independent financial adviser authorised under the Financial Services and Markets Act 2000 if he is in the United Kingdom or, if not in the United Kingdom, from another appropriately authorised financial adviser.

Further Information

Copies of the Offer Document and the Form of Acceptance are available (during normal business hours) from Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL.

A copy of all announcements made by Acorn and documents sent by Acorn, including the Offer Document and this announcement, are available at Acorn's website at: http://www.acornglobalinvestments.net.

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 20 December 2011.

Enquires: Acorn Global Investments Limited [phone] Anup N Dalal Cairn Financial Advisers LLP - Financial Advisers to [phone] Acorn Tony Rawlinson / Jo Turner

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.

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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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 [phone].

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.

Responsibility

Each of the Acorn Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of each of the Acorn Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer is made solely by means of the Offer Document and (in respect of certificated DII Shares) the Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

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