-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IPXsQxCzAjhGguUK7SSFFVgLLq+L2VoSIU73zX4tdKOYDTZE8etFccwFQxL9Sf98 5cq+OfgL57N58r+oEh2PNQ== 0000919574-08-004025.txt : 20080716 0000919574-08-004025.hdr.sgml : 20080716 20080716170657 ACCESSION NUMBER: 0000919574-08-004025 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080716 DATE AS OF CHANGE: 20080716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NDS GROUP PLC CENTRAL INDEX KEY: 0001098074 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50756 FILM NUMBER: 08955464 BUSINESS ADDRESS: STREET 1: ONE HEATHROW BOULEVARD STREET 2: 286 BATH ROAD CITY: WEST DRAYTON, MIDDLESEX STATE: X0 ZIP: UB7 0DQ BUSINESS PHONE: 011 44 20 8476 8000 MAIL ADDRESS: STREET 1: ONE HEATHROW BOULEVARD STREET 2: 286 BATH ROAD CITY: WEST DRAYTON, MIDDLESEX STATE: X0 ZIP: UB7 0DQ FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EGERTON CAPITAL LTD CENTRAL INDEX KEY: 0001083657 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2 GEORGE YARD LOMBARD ST STREET 2: LONDON ENGLAND CITY: EC3V1DH MAIL ADDRESS: STREET 1: 2 GEORGE YARD LOMBARD ST STREET 2: LONDON ENGLAND CITY: EC3V1DH SC 13D 1 d899896_13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __) NDS Group plc - -------------------------------------------------------------------------------- (Name of Issuer) Series A ordinary shares of $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 628891103 - -------------------------------------------------------------------------------- (CUSIP Number) Pauline Casimir-Mrowczynska Egerton Capital Limited 2 George Yard Lombard Street London, United Kingdom EC3V 9DH +44 207 410 9090 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 2008 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13d to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ------------------- The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Egerton Capital Limited Partnership 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,456,708 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,456,708 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,456,708 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% 14. TYPE OF REPORTING PERSON PN CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Egerton Capital Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,456,708 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,456,708 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,456,708 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% 14. TYPE OF REPORTING PERSON CO CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John Armitage 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,456,708 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,456,708 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,456,708 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% 14. TYPE OF REPORTING PERSON IN CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Egerton European Equity Fund Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION The British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 560,295 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 560,295 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 560,295 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% 14. TYPE OF REPORTING PERSON CO CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Egerton European Dollar Fund Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION The British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 551,273 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 551,273 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 551,273 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% 14. TYPE OF REPORTING PERSON CO CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Egerton Capital Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 164,764 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 164,764 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,764 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 14. TYPE OF REPORTING PERSON PN CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Egerton Investment Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 33,745 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 33,745 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,745 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% 14. TYPE OF REPORTING PERSON PN CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Egerton Capital European Fund plc 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ireland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 82,957 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 82,957 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,957 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% 14. TYPE OF REPORTING PERSON CO CUSIP No. 628891103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CF Egerton Sterling Investment Fund 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 63,674 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 63,674 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,674 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14. TYPE OF REPORTING PERSON CO CUSIP No. 628891103 --------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is NDS Group plc (the "Issuer"). The address of the Issuer's offices is One Heathrow Boulevard, 286 Bath Road, West Drayton, Middlesex, United Kingdom UB7 0DQ. This Schedule 13D relates to the Issuer's Series A ordinary shares, par value $0.01 per share (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This Schedule 13D is being filed jointly by Egerton Capital Limited Partnership, a limited partnership formed in the United Kingdom, Egerton Capital Limited, a corporation formed in the United Kingdom, John Armitage, a Citizen of the United Kingdom (collectively, the "Advisers"), The Egerton European Equity Fund Limited, a British Virgin Islands company, The Egerton European Dollar Fund Limited, a British Virgin Islands company, Egerton Capital Partners, L.P., a Delaware limited partnership, Egerton Investment Partners, L.P., a Delaware limited partnership, Egerton Capital European Fund plc, an Irish public limited company and CF Egerton Sterling Investment Fund, a United Kingdom authorized open ended investment company (the "Funds" and together with the Advisers, the "Reporting Persons"). The principal business address of each of the Advisers is 2 George Yard, Lombard Street, London, United Kingdom EC3V 9DH. The principal business address of The Egerton European Equity Fund Limited and The Egerton European Dollar Fund Limited is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, BVI. The principal business address of each of Egerton Capital Partners, L.P., Egerton Investment Partners, L.P. and Egerton Capital European Fund plc is Block 5, Harcourt Centre, Harcourt Road, Dublin 2, Ireland. The principal business address of CF Egerton Sterling Investment Fund is Beaufort House, 15 St. Botolph Street, London, EC3A 7HH. John Armitage is the Chief Investment Officer of Egerton Capital Limited, the general partner of Egerton Capital Limited Partnership, which serves as the investment manager/adviser to each of the Funds. The Directors of Egerton Capital Limited are John Armitage, Helen Avery and Guy Dawson. The Directors of The Egerton European Equity Fund Limited and The Egerton European Dollar Fund Limited are William G. Bollinger, Frank L. Hohmann III, Marc Pereire, Francois Simon and Curtis G. Solsvig III. The Directors of Egerton Capital European Fund plc are William G. Bollinger, Frank L. Hohmann III, Curtis G. Solsvig III, Ronan Walsh, Carl O'Sullivan and Dr. Jean Van Sinderen-Law. The Authorized Corporate Director of CF Egerton Sterling Investment Fund is Capita Financial Managers Limited. (d) John Armitage has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. The funds for the purchase of the Shares came from the working capital of the Funds, which are managed by Egerton Capital Limited Partnership, over which John Armitage, through his role at Egerton Capital Limited, exercises investment discretion. The total cost for the Shares held by the Funds is approximately $65,429,168. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the funds' ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were acquired for investment purposes. The acquisition of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. The Reporting Persons currently hold the Shares with a purpose of influencing the Issuer as set forth below. In a press release dated June 27, 2008, the Issuer announced the receipt of a proposal from News Corporation and two newly incorporated companies formed by funds advised by Permira Advisers LLP and the appointment of an independent committee of the board of directors to consider the proposal (the "Proposal"). The Proposal would result in the Issuer ceasing to be a public company, with current shareholders receiving $60 per share consideration. A press release issued by News Corporation on June 27, 2008, disclosed further details of the Proposal. If the proposed transaction is approved, among other things, the funds advised by Permira Advisers LLP and News Corporation would own 51% and 49% of the vote and value in the Issuer, respectively. The Reporting Persons do not believe that the consideration offered in the Proposal adequately reflects the fair value of the Issuer. On July 7, 2008, Mr. Armitage and representatives of the Reporting Persons met with the advisers to the independent committee of the Issuer's board of directors to express their opinions. During the meeting, the Reporting Persons provided their analysis as to why the merger consideration is insufficient. The Reporting Persons may communicate further with representatives of the Issuer including its advisors, members of the Issuer's management, the Issuer's board of directors, other significant shareholders and others regarding alternatives that the Issuer could employ to improve shareholder value including, but not limited to, increasing the amount of such merger consideration. The Reporting Persons have no plans or proposals which, other than as expressly set forth above, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Shares of the Issuer ceasing to be authorized to be quoted in the over-the-counter security markets; or (i) causing the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, based upon the 16,187,137 Shares outstanding as of March 31, 2008, according to the Issuer's most recent 10Q filed with the Securities and Exchange Commission, the Advisers may each be deemed to be the beneficial owners of 1,456,708 Shares (9.0)% of the Issuer. As of the date hereof, The Egerton European Equity Fund Limited may be deemed to beneficially own 560,295 Shares (3.5%) of the Issuer. As of the date hereof, The Egerton European Dollar Fund Limited may be deemed to beneficially own 551,273 Shares (3.4%) of the Issuer. As of the date hereof, Egerton Capital Partners, L.P. may be deemed to beneficially own 164,764 Shares (1.0%) of the Issuer. As of the date hereof, Egerton Investment Partners, L.P. may be deemed to beneficially own 33,745 Shares (0.2%) of the Issuer. As of the date hereof, Egerton Capital European Fund plc may be deemed to beneficially own 82,957 Shares (0.5%) of the Issuer. As of the date hereof, CF Egerton Sterling Investment Fund may be deemed to beneficially own 63,674 Shares (0.4%) of the Issuer. The Advisers have the sole power to vote or direct the vote of 0 Shares to which this filing relates. The Advisers have the shared power to vote or direct the vote of 1,456,708 Shares to which this filing relates. The Advisers have the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. The Advisers have the shared power to dispose or direct the disposition of 1,456,708 Shares to which this filing relates. The Egerton European Equity Fund Limited has the sole power to vote or direct the vote of 0 Shares to which this filing relates. The Egerton European Equity Fund Limited has the shared power to vote or direct the vote of 560,295 Shares to which this filing relates. The Egerton European Equity Fund Limited has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. The Egerton European Equity Fund Limited has the shared power to dispose or direct the disposition of 560,295 Shares to which this filing relates. The Egerton European Dollar Fund Limited has the sole power to vote or direct the vote of 0 Shares to which this filing relates. The Egerton European Dollar Fund Limited has the shared power to vote or direct the vote of 551,273 Shares to which this filing relates. The Egerton European Dollar Fund Limited has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. The Egerton European Dollar Fund Limited has the shared power to dispose or direct the disposition of 551,273 Shares to which this filing relates. Egerton Capital Partners, L.P. has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Egerton Capital Partners, L.P. has the shared power to vote or direct the vote of 164,764 Shares to which this filing relates. Egerton Capital Partners, L.P. has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. Egerton Capital Partners, L.P. has the shared power to dispose or direct the disposition of 164,764 Shares to which this filing relates. Egerton Investment Partners, L.P. has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Egerton Investment Partners, L.P. has the shared power to vote or direct the vote of 33,745 Shares to which this filing relates. Egerton Investment Partners, L.P. has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. Egerton Investment Partners, L.P. has the shared power to dispose or direct the disposition of 33,745 Shares to which this filing relates. Egerton Capital European Fund plc has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Egerton Capital European Fund plc has the shared power to vote or direct the vote of 82,957 Shares to which this filing relates. Egerton Capital European Fund plc has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. Egerton Capital European Fund plc has the shared power to dispose or direct the disposition of 82,957 Shares to which this filing relates. CF Egerton Sterling Investment Fund has the sole power to vote or direct the vote of 0 Shares to which this filing relates. CF Egerton Sterling Investment Fund has the shared power to vote or direct the vote of 63,674 Shares to which this filing relates. CF Egerton Sterling Investment Fund has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. CF Egerton Sterling Investment Fund has the shared power to dispose or direct the disposition of 63,674 Shares to which this filing relates. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons were all effected in broker transactions as set forth on Exhibit B. Each of the Reporting Persons specifically disclaims beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any other contract, arrangement, understanding or relationship with any other person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement Exhibit B Schedule of Transactions in the Shares of the Issuer - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of such Reporting Person's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. July 16, 2008 - ------------------------------- (Date) EGERTON CAPITAL LIMITED PARTNERSHIP By: Egerton Capital Limited /s/ John Armitage - ---------------------------------- By: John Armitage Title: Managing Director EGERTON CAPITAL LIMITED /s/ John Armitage - --------------------------------- By: John Armitage Title: Managing Director /s/ John Armitage - --------------------------------- John Armitage THE EGERTON EUROPEAN EQUITY FUND LIMITED By: Frank L. Hohmann III /s/ Frank L. Hohmann III - --------------------------------- Title: Director THE EGERTON EUROPEAN DOLLAR FUND LIMITED By: Frank L. Hohmann III /s/ Frank L. Hohmann III - --------------------------------- Title: Director EGERTON CAPITAL PARTNERS, L.P. By: Egerton Capital L.D.C. /s/ Frank L. Hohmann III - --------------------------------- By: Frank L. Hohmann III Title: Director EGERTON INVESTMENT PARTNERS, L.P. By: Egerton Capital L.D.C. /s/ Frank L. Hohmann III - --------------------------------- By: Frank L. Hohmann III Title: Director EGERTON CAPITAL EUROPEAN FUND PLC /s/ Frank L. Hohmann III - --------------------------------- By: Frank L. Hohmann III Title: Director CF EGERTON STERLING INVESTMENT FUND By: Capita Financial Managers Limited as Authorized Corporate Director of CF Egerton Sterling Investment Fund /s/ Jonathan Eadie - --------------------------------- By: Jonathan Eadie Title: Director EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D dated July 16, 2008 relating to the Series A ordinary shares, par value $0.01 per share of NDS Group, plc shall be filed on behalf of the undersigned. EGERTON CAPITAL LIMITED PARTNERSHIP By: Egerton Capital Limited /s/ John Armitage - --------------------------------- By: John Armitage Title: Managing Director EGERTON CAPITAL LIMITED /s/ John Armitage - --------------------------------- By: John Armitage Title: Managing Director /s/ John Armitage - --------------------------------- John Armitage THE EGERTON EUROPEAN EQUITY FUND LIMITED By: Frank L. Hohmann III /s/ Frank L. Hohmann III - --------------------------------- Title: Director THE EGERTON EUROPEAN DOLLAR FUND LIMITED By: Frank L. Hohmann III /s/ Frank L. Hohmann III - --------------------------------- Title: Director EGERTON CAPITAL PARTNERS, L.P. By: Egerton Capital L.D.C. /s/ Frank L. Hohmann III - --------------------------------- By: Frank L. Hohmann III Title: Director EGERTON INVESTMENT PARTNERS, L.P. By: Egerton Capital L.D.C. /s/ Frank L. Hohmann III - --------------------------------- By: Frank L. Hohmann III Title: Director EGERTON CAPITAL EUROPEAN FUND PLC /s/ Frank L. Hohmann III - ----------------------------------- By: Frank L. Hohmann III Title: Director CF EGERTON STERLING INVESTMENT FUND By: Capita Financial Managers Limited as Authorized Corporate Director of CF Egerton Sterling Investment Fund /s/ Jonathan Eadie - ---------------------------------- By: Jonathan Eadie Title: Director July 16, 2008 EXHIBIT B TRANSACTIONS IN THE SHARES Date of Transaction Number of Shares Purchased/(Sold) Price of Shares ------------------- -------------------------------- ---------------- 5/29/2008 2,800 53.5286 SK 05982 0000 899896 v4 -----END PRIVACY-ENHANCED MESSAGE-----