UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report:  February 4, 2009
(Date of earliest event reported)
 
NDS Group Limited
(Exact name of registrant as specified in its charter)
 
England and Wales
(State or other jurisdiction of incorporation)
000-30364
(Commission File Number)
Not applicable
(IRS Employer Identification No.)
     
One Heathrow Boulevard, 286 Bath Road, West Drayton,
Middlesex, United Kingdom
(Address or principal executive offices)
UB7 0DQ
(Zip Code)
 
   
Registrant’s telephone number, including area code:     
 
+44 20 8476 8000
 
     
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 

Item 8.01                      Other Events

On February 4, 2009, NDS Group Limited (the “Company”) issued a press release announcing that the High Court of Justice in England and Wales approved the remaining elements of the scheme of arrangement pursuant to which News Corporation and two subsidiaries of funds advised by Permira Advisers LLP will take NDS private. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

 
Item 9.01                        Financial Statements and Exhibits
 
 
Exhibit
Number
Description
   
            99.1
Press release issued by NDS Group Limited, dated February 4, 2009.
 
 
2
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
  NDS Group plc  
       
Date:  February 4, 2009
By:
/s/ Alexander Gersh       
    Alexander Gersh       
   
Chief Financial Officer
 
       

Exhibit Index:

Exhibit Number
 
Description
     
99.1
 
Press release issued by NDS Group Limited, dated February 4, 2009

 
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