In connection with the Scheme becoming effective, NDS (1) notified The NASDAQ Global Market ("NASDAQ") that, at the effective time of the Scheme on February 5, 2009, (a) all of the outstanding NDS Series A ordinary shares, par value $0.01 per share, (including shares represented by the American Depositary Shares of NDS) were cancelled in exchange for consideration of $63.00 per Series A ordinary share in cash, (b) approximately 67 percent of the NDS Series B ordinary shares held by NDS Holdco were cancelled for consideration, in a combination of cash and a vendor loan note issued by NDS, of $63.00 per Series B ordinary share and (c) new NDS Series B ordinary shares, par value $0.01 per share, representing 51 percent of NDS's then outstanding Series B ordinary shares were issued to the Bidcos and (2) requested that NASDAQ file with the Securities and Exchange Commission an application on Form 25 to report that the NDS Series A ordinary shares are no longer listed on NASDAQ.

In connection with the Scheme becoming effective, NDS adopted new articles of association as of the effective time of the Scheme to, among other things, restrict the transfer of stock under certain circumstances and create additional classes of stock to provide that voting rights would not attach to any Series B ordinary share held by members of the Company's management.

Pursuant to the terms of that certain Implementation Agreement, dated August 14, 2008, as amended, by and among the Bidcos, NDS Group plc, NDS Finance Limited, News Corporation and NDS Holdco, at the effective time of the Scheme, each of Messrs. Roger W. Einiger, Nathan Gantcher, Peter J Powers and Arthur M. Siskind ceased to be directors of NDS.

Immediately following, and in connection with NDS's new articles of association, one new director was elected to NDS's board of directors, namely, James Murdoch.

The executive officers of NDS prior to the effective date of the Scheme were as follows: Alexander Gersh, Raffi Kesten and Abraham Peled. Such individuals will continue as executive officers of the NDS after the Scheme becomes effective.

On February 5, 2009, NDS, News Corporation and Permira Advisers LLP issued a joint press release announcing that the Scheme to effect the going private transaction of NDS Group plc became effective on Thursday, February 5, 2009. The press release is filed with this report as Exhibit 99.1.

(c) Exhibits

Exhibit
Number    Description

99.1      Press release of NDS Group Limited, News Corporation and
          Permira Advisers LLP, dated February 5, 2009.