0001144204-12-024414.txt : 20120427 0001144204-12-024414.hdr.sgml : 20120427 20120427153629 ACCESSION NUMBER: 0001144204-12-024414 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120427 DATE AS OF CHANGE: 20120427 GROUP MEMBERS: BARBARA WALL GROUP MEMBERS: ERIC DOCTOROW GROUP MEMBERS: HOSKEN CONSOLIDATED INVESTMENTS LTD. GROUP MEMBERS: MAHOMED KHALIK ISMAIL SHERRIF GROUP MEMBERS: MARCEL GOLDING GROUP MEMBERS: MILE END LTD GROUP MEMBERS: SABIDO INVESTMENTS (PTY) LTD. GROUP MEMBERS: WILLEM DEON NEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW FRONTIER MEDIA INC CENTRAL INDEX KEY: 0000847383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 841084061 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78039 FILM NUMBER: 12789087 BUSINESS ADDRESS: STREET 1: 6000 SPINE RD STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3037868700 MAIL ADDRESS: STREET 1: 6000 SPINE RD STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: NEW FRONTIER MEDIA INC /CO/ DATE OF NAME CHANGE: 19970627 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL SECURITIES HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONGKLOOF Ltd CENTRAL INDEX KEY: 0001501140 IRS NUMBER: 980654770 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 48/50 ESPLANDE CITY: ST. HELIER STATE: Y9 ZIP: JE14HH BUSINESS PHONE: 215 665 2006 MAIL ADDRESS: STREET 1: 48/50 ESPLANDE CITY: ST. HELIER STATE: Y9 ZIP: JE14HH SC 13D/A 1 v310926_sc13da.htm AMENDMENT TO SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

(Amendment No. 5)

Under the Securities Exchange Act of 1934

New Frontier Media, Inc.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

644398109

(CUSIP Number)

Richard Stride

Longkloof Limited

No 2, The Forum, Grenville Street, St. Helier, Jersey, JE1 4HH

(tel): +44 1534 823 061

(Name, Address and Telephone Number of

Person Authorized to Receive Notices and Communications)

With copies to:

Christopher Doyle, Esq.

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, NY 10038

(212) 806-5400

April 26, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (“Act”) 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).

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Longkloof Limited; EIN# 98-0654770
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) 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 Jersey, Channel Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	2,175,100
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	2,175,100
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,175,100
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	13.4% of Common Stock
14.	TYPE OF REPORTING PERSON (See Instructions) IV

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mile End Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) 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 British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	403,731
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	403,731
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,731
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	2.5% of Common Stock
14.	TYPE OF REPORTING PERSON (See Instructions) IV

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hosken Consolidated Investments Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION South Africa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	-
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	-
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	-
14.	TYPE OF REPORTING PERSON (See Instructions) IV, HC

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sabido Investments (Pty) Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6.	CITIZENSHIP OR PLACE OF ORGANIZATION South Africa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	-
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	-
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	-
14.	TYPE OF REPORTING PERSON (See Instructions) IV

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Eric Doctorow
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	-
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	-
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	-
14.	TYPE OF REPORTING PERSON (See Instructions) IN

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mahomed Khalik Ismail Sherrif
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION South Africa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	-
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	-
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	-
14.	TYPE OF REPORTING PERSON (See Instructions) IN

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Willem Deon Nel
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION South Africa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	-
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	-
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	-
14.	TYPE OF REPORTING PERSON (See Instructions) IN

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Barbara Wall
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	-
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	-
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	-
14.	TYPE OF REPORTING PERSON (See Instructions) IN

1.	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marcel Golding
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION South Africa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	-
	8.	SHARED VOTING POWER	-
	9.	SOLE DISPOSITIVE POWER	-
	10.	SHARED DISPOSITIVE POWER	-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	-
14.	TYPE OF REPORTING PERSON (See Instructions) IN

Explanatory Note

This filing (this “Schedule 13D”) constitutes Amendment No. 5 to, and amends and restates in its entirety, the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on September 22, 2010 by Longkloof Limited and Mile End Limited, as amended by Amendment No. 1 filed on September 27, 2010, Amendment No. 2 filed on February 24, 2011, Amendment No. 3 filed on January 17, 2012 and Amendment No. 4 filed on March 14, 2012.

Item 1. Security and Issuer.

This Schedule 13D relates to common stock, par value $0.0001 per share (the “Common Stock”) of New Frontier Media, Inc., a Colorado corporation (the “Company”) and is being filed pursuant to Rule 13d-1 of the Act. The Company’s principal executive office is located at 6000 Spine Road, Suite 100, Boulder, Colorado 80301.

Item 2. Identity and Background.

(a)-(c) and (f). This Schedule 13D is being filed jointly by (i) Longkloof Limited, a limited liability company organized under the laws of Jersey, Channel Islands (“Longkloof”), (ii) Mile End Limited, a limited liability company organized under the laws of British Virgin Islands (“Mile End”), (iii) Hosken Consolidated Investments Ltd., a corporation organized under the laws of South Africa (“Hosken”), (iv) Sabido Investments (Pty) Ltd., a limited liability company organized under the laws of South Africa (“Sabido”), (v) Eric Doctorow, a natural person and citizen of the United States, (vi) Mahomed Khalik Ismail Sherrif, a natural person and citizen of South Africa, (vii) Willem Deon Nel, a natural person and citizen of South Africa, (viii) Barbara Wall, a natural person and citizen of the United States, and (ix) Marcel Golding, a natural person and citizen of South Africa (collectively, the “Reporting Persons”). Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Longkloof’s principal business activity is that of a private investment holding company, and its principal business addresses is No 2, The Forum, Grenville Street, St Helier, Jersey, Channel Islands, JE1 4HH. Mile End’s principal business activity is that of a private investment holding company, and its principal business addresses is No 2, The Forum, Grenville Street, St Helier, Jersey, Channel Islands, JE1 4HH. Hosken’s principal business activity is that of an investment holding company, and its principal business addresses is located at Longkloof Studios, Darters Road, Gardens, Cape Town, 8001, South Africa. Sabido’s principal business activity is that of a private investment holding company, and its principal business addresses is located at 5 Summit Road, Dunkeld West, 2196, South Africa. Set forth on Schedule A annexed hereto are the names of the executive officers and directors of each of Longkloof, Mile End, Hosken and Sabido, their principal business addresses and citizenship. Mr. Doctorow’s principal occupation is serving as a consultant to Relativity Media LLC’s Home Entertainment Business, and his principal business address is 26050 Mulholland Highway, Calabasas, CA 91302. Mr. Sherrif’s principal occupation is serving as the Chief Commercial Officer of Sabido, and his principal business address is 5 Summit Road, Dunkeld West, 2196, South Africa. Mr. Nel’s principal occupation is serving as the Chief Financial Officer of Sabido, and his principal business address is 5 Summit Road, Dunkeld West, 2196, South Africa. Ms. Wall’s principal occupation is programming development and production executive, and her principal business address is 1925 South Beverly Glen Boulevard #32, Los Angeles, CA 90025. Mr. Golding’s principal occupation is serving as the Executive Chairman of Hosken, and his principal business address is Longkloof Studios, Darters Road, Gardens, Cape Town, 8001, South Africa.

(d). During the last five years, none of the Reporting Persons or the persons listed in Schedule A annexed hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e). During the last five years, none of the Reporting Persons or the persons listed in Schedule A annexed hereto has 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.

Longkloof and Mile End expended an aggregate of $4,315,123, including brokerage commissions, using their respective working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) to acquire the beneficial ownership of the shares of Common Stock of the Company reported herein.

Item 4. Purpose of the Transaction.

The principal business activity of both Longkloof and Mile End is that of a private investment holding company. In pursuing this business, Longkloof and Mile End analyze the operations, capital structure and markets of companies, including the Company, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies. The shares of Common Stock of the Company acquired by Longkloof and Mile End were acquired originally for investment purposes.

On March 9, 2012, Longkloof sent a letter (the “March 9 Letter”) to the Board of Directors of the Company, pursuant to which Longkloof made an offer to acquire all of the outstanding shares of Common Stock of the Company not beneficially owned by Longkloof for $1.35 per share in cash, subject to the terms and conditions specified in the March 9 Letter. In the March 9 Letter, Longkloof also confirmed its commitment to protecting the value of its investment in the Company and noted that it was prepared to pursue any and all actions available to it in order to ensure that it maximizes stockholder value. Also on March 9, 2012, Longkloof issued a press release (the “March 9 Press Release”) announcing that it had sent the March 9 Letter to the Board of Directors of the Company. The foregoing descriptions of the March 9 Letter and the March 9 Press Release are qualified in their entirety by reference to the March 9 Letter and the March 9 Press Release, copies of which were filed as Exhibit II and Exhibit III, respectively, to the Schedule 13D/A filed by Longkloof and Mile End with the Commission on March 14, 2012 and are incorporated herein by reference.

On April 26, 2012, Longkloof delivered a letter to the Company nominating Eric Doctorow, Mahomed Khalik Ismail Sherrif, Willem Deon Nel and Barbara Wall (collectively, the “Nominees”), as set forth therein, for election to the Company’s Board of Directors at the Company’s 2012 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). A copy of the letter is attached hereto as Exhibit IV and is incorporated herein by reference.

LONGKLOOF STRONGLY ADVISES ALL NEW FRONTIER MEDIA, INC. SHAREHOLDERS TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE INTENDED SOLICITATION OF PROXIES BY LONGKLOOF AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

Item 5. Interest in Securities of the Issuer.

(a). The aggregate percentage of shares of Common Stock of the Company reported to be owned by the Reporting Persons is based upon 16,190,408 shares outstanding, which is the total number of shares of Common Stock of the Company outstanding as reported in the Company’s Form 10-Q for the quarter ended December 31, 2011 as filed with the Commission on February 13, 2012.

As of the date of this Schedule 13D, Longkloof is the holder of record of, and is entitled to vote, 1,000 shares of Common Stock of the Company and is the direct beneficial owner of 2,175,100 shares of Common Stock of the Company (including the 1,000 shares of Common Stock which Longkloof is the shareholder of record), representing approximately 13.4% of the Company’s issued and outstanding Common Stock. As of the date of this Schedule 13D, Mile End is the direct beneficial owner of 403,731 shares of Common Stock of the Company, representing approximately 2.5% of the Company’s issued and outstanding Common Stock.

Hosken, Sabido, Messrs. Doctorow, Sherrif, Nel and Golding and Ms. Wall do not currently own any shares of Common Stock of the Company directly.

Sabido is the 100% owner of Longkloof and provides certain shareholder and financing services to Longkloof. In addition, two of Sabido’s employees, Messrs. Sherrif and Nel, are director nominees of Longkloof. The consequence of the foregoing is that Sabido may be deemed to beneficially own the shares of Common Stock of the Company owned by Longkloof.

Hosken is the majority owner of Sabido and the indirect owner of Longkloof, and in such capacity may be deemed to beneficially own the shares of Common Stock of the Company owned by Longkloof.

Each of Messrs. Doctorow, Sherrif, Nel and Ms. Wall, by virtue of his or her status as director nominees of Longkloof, may be deemed to beneficially own the shares of Common Stock of the Company held by Longkloof.

Marcel Golding is affiliated with Mile End, and in such capacity may be deemed to beneficially own the shares of Common Stock of the Company owned by Mile End.

Mr. Golding also serves as the Executive Chairman of Hosken and, consequently, Longkloof may be deemed to be a beneficial owner of the 403,731 shares of Common Stock of the Company held by Mile End, representing (together with the 2,175,000 shares owned directly by Longkloof) an aggregate of 2,578,831 shares of Common Stock or approximately 15.9% of the issued and outstanding Common Stock. Similarly, Mile End may be deemed to be a beneficial owner of the 2,175,000 shares of Common Stock of the Company held by Longkloof, representing (together with the 403,731 shares owned directly by Mile End) an aggregate of 2,578,831 shares of Common Stock or approximately 15.9% of the issued and outstanding Common Stock. The foregoing should not be construed in and of itself as an admission by Longkloof as to beneficial ownership of the shares of Common Stock held by Mile End, nor should the foregoing be construed in and of itself as an admission by Mile End as to beneficial ownership of the shares of Common Stock held by Longkloof.

Hosken and Sabido disclaim beneficial ownership in the shares of Common Stock of the Company reported herein except to the extent of their pecuniary interest therein. Messrs. Doctorow, Sherrif, Nel and Golding and Ms. Wall each disclaim beneficial ownership in the shares of Common Stock of the Company reported herein.

(b). See Items 7 through 10 of the cover page for each Reporting Person.

(c). There have been no transactions by the Reporting Persons with respect to the shares of Common Stock of the Company in the past 60 days.

(d). No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company reported herein.

(e). Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On April 25, 2012, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company, (b) the parties agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Longkloof, to the Company’s Board of Directors at the Annual Meeting (the “Solicitation”), and (c) Longkloof agreed to bear all expenses incurred in connection with the Reporting Persons’ activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit V and is incorporated herein by reference.

Pursuant to individual letter agreements, Longkloof has agreed to indemnify Messrs. Doctorow, Sherrif, Nel and Ms. Wall against claims arising from the Solicitation and any related transactions. The form of indemnification letter agreement is attached hereto as Exhibit VI and is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

Exhibit I	Joint Filing Agreement by and between Longkloof Limited and Mile End Limited, dated September 16, 2010 (incorporated by reference to the Schedule 13D filed by Longkloof Limited and Mile End Limited with the Commission on September 22, 2010).

Exhibit II	Letter from Longkloof Limited to New Frontier Media, Inc., dated March 9, 2012, offering to acquire all of the outstanding shares of Common Stock of the Company not beneficially owned by Longkloof (incorporated by reference to the Schedule 13D/A filed by Longkloof Limited and Mile End Limited with the Commission on March 14, 2012).

Exhibit III	Press Release dated March 9, 2012 (incorporated by reference to the Schedule 13D/A filed by Longkloof Limited and Mile End Limited with the Commission on March 14, 2012).

Exhibit IV	Letter from Longkloof Limited to New Frontier Media, Inc., dated April 26, 2012, nominating directors.

Exhibit V	Joint Filing and Solicitation Agreement by and among Longkloof Limited, Mile End Limited, Hosken Consolidated Investments Ltd., Sabido Investments (Pty) Ltd., Marcel Golding, Eric Doctorow, Mahomed Khalik Ismail Sherrif, Willem Deon Nel, and Barbara Wall, dated April 25, 2012.

Exhibit VI	Form of Indemnification Letter Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Longkloof Limited, a Jersey limited liability company

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

	Mile End Limited, a British Virgin Islands limited liability company

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

	Hosken Consolidated Investments Ltd., a South African corporation

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

	Sabido Investments (Pty) Ltd., a South African limited liability company

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

	Marcel Golding

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

	Eric Doctorow

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

	Mahomed Khalik Ismail Sherrif

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

	Willem Deon Nel

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

	Barbara Wall

Dated: April 27, 2012	By:	/s/ Mark Rosin
		Name: Mark Rosin
		Title: Attorney-in-Fact

Schedule A

Directors and Executive Officers of Longkloof

The following sets forth the names, positions and citizenship of each of the executive officers and directors of Longkloof and each director of the director of Longkloof. The principal business address of each of the executive officers and directors of Longkloof, and each director of the director of Longkloof, is No 2, The Forum, Grenville Street, St Helier, Jersey, Channel Islands, JE1 4HH.

Name	Position	Citizenship

Beaumont (Directors) Limited	Director of Longkloof	Jersey, Channel Islands

Hermes (Secretaries) Limited	Secretary of Longkloof	British Virgin Islands

Cora Binchy	Director of Beaumont (Directors) Limited	Ireland

James Samuel Colclough	Director of Beaumont (Directors) Limited	United Kingdom

Ian Christopher Crosby	Director of Beaumont (Directors) Limited	United Kingdom

Robert Niall Douglas	Director of Beaumont (Directors) Limited	United Kingdom

Mervyn Brian Ellis	Director of Beaumont (Directors) Limited	United Kingdom

Ian William Ferguson	Director of Beaumont (Directors) Limited	United Kingdom

Karen Oliver	Director of Beaumont (Directors) Limited	United Kingdom

Paul Edmund Walter Roper	Director of Beaumont (Directors) Limited	United Kingdom

Directors and Executive Officers of Mile End

The following sets forth the names, positions and citizenship of each of the executive officers and directors of Mile End and each director of the director of Mile End. The principal business address of each of the executive officers and directors of Mile End, and each director of the director of Mile End, is No 2, The Forum, Grenville Street, St Helier, Jersey, Channel Islands, JE1 4HH.

Name	Position	Citizenship

Chaumont (Directors) Limited	Director of Mile End	British Virgin Islands

Hermes (Secretaries) Limited	Secretary of Longkloof	British Virgin Islands

Cora Binchy	Director of Chaumont (Directors) Limited	Ireland

James Samuel Colclough	Director of Chaumont (Directors) Limited	United Kingdom

Ian Christopher Crosby	Director of Chaumont (Directors) Limited	United Kingdom

Robert Niall Douglas	Director of Chaumont (Directors) Limited	United Kingdom

Mervyn Brian Ellis	Director of Chaumont (Directors) Limited	United Kingdom

Ian William Ferguson	Director of Chaumont (Directors) Limited	United Kingdom

Karen Oliver	Director of Chaumont (Directors) Limited	United Kingdom

Paul Edmund Walter Roper	Director of Chaumont (Directors) Limited	United Kingdom

Philip Graham Dean	Director of Chaumont (Directors) Limited	United Kingdom

Philippe de Salis	Director of Chaumont (Directors) Limited	Switzerland

Bonnie Mary Steiner	Director of Chaumont (Directors) Limited	Switzerland

Aris Solon Tatos	Director of Chaumont (Directors) Limited	Belgium

Directors and Executive Officers of Hosken

The following sets forth the names, positions and citizenship of each of the executive officers and directors of Hosken. The principal business address of each of the executive officers and directors of Hosken is Longkloof Studios, Darters Road, Gardens, Cape Town, 8001, South Africa.

Name	Position	Citizenship

Marcel Anthony Golding	Executive Chairman and Director	South Africa

John Anthony Copelyn	Chief Executive Officer and Director	South Africa

Theventheran Govindsamy Govender	Chief Financial Officer and Director	South Africa

Virginia Mary Engel	Director	South Africa

Mimi Freddie Magugu	Director	South Africa

Lynette Moretlo Molefi	Director	South Africa

Jabulani Geffrey Ngcobo	Director	South Africa

Yunis Shaik	Director	South Africa

Elias Velaphi Mphande	Director	South Africa

Directors and Executive Officers of Sabido

The following sets forth the names, positions and citizenship of each of the executive officers and directors of Sabido. The principal business address of each of the executive officers and directors of Sabido is 5 Summit Road, Dunkeld West, 2196, South Africa.

Name	Position	Citizenship

Marcel Anthony Golding	Chief Executive Officer and Director	South Africa

John Anthony Copelyn	Executive Chairman and Director	South Africa

Jannie Durand	Director	South Africa

Theventheran Govindsamy Govender	Director	South Africa

Hendrik John Carse	Director	South Africa

Elias Velaphi Mphande	Director	South Africa

Lynette Moretlo Molefi	Director	South Africa

Exhibit Index

Exhibit I	Joint Filing Agreement by and between Longkloof Limited and Mile End Limited, dated September 16, 2010 (incorporated by reference to the Schedule 13D filed by Longkloof Limited and Mile End Limited with the Commission on September 22, 2010).

Exhibit II	Letter from Longkloof Limited to New Frontier Media, Inc., dated March 9, 2012, offering to acquire all of the outstanding shares of Common Stock of the Company not beneficially owned by Longkloof (incorporated by reference to the Schedule 13D/A filed by Longkloof Limited and Mile End Limited with the Commission on March 14, 2012).

Exhibit III	Press Release dated March 9, 2012 (incorporated by reference to the Schedule 13D/A filed by Longkloof Limited and Mile End Limited with the Commission on March 14, 2012).

Exhibit IV	Letter from Longkloof Limited to New Frontier Media, Inc., dated April 26, 2012, nominating directors.

Exhibit V	Joint Filing and Solicitation Agreement by and among Longkloof Limited, Mile End Limited, Hosken Consolidated Investments Ltd., Sabido Investments (Pty) Ltd., Eric Doctorow, Mahomed Khalik Ismail Sherrif, Willem Deon Nel and Barbara Wall, dated April 25, 2012.

Exhibit VI	Form of Indemnification Letter Agreement.

EX-99.4 2 v310926_ex99-4.htm EXHIBIT IV

Exhibit IV

April 26, 2012

VIA FACSIMILE AND FEDERAL EXPRESS

New Frontier Media, Inc.

6000 Spine Road, Suite 100

Boulder, CO 80301

Attn: Michael Weiner, Corporate Secretary

Re:

Notice of Intention to Nominate Individuals for Election as Directors at the
2012 Annual Meeting of Shareholders of New Frontier Media, Inc.

Dear Mr. Weiner:

This letter shall serve to satisfy the advance notice requirements of Article 2, Section 2.17 of the Amended and Restated Bylaws of New Frontier Media, Inc. ("NFM"), effective February 2, 2011 and publicly filed with the Securities and Exchange Commission (the "SEC") on February 4, 2011 (the "Bylaws"), as to the nomination by Longkloof Limited, a Jersey limited liability company ("Longkloof" or the "Record Holder"), a holder of record of 1,000 shares of common stock, $.0001 par value per share (the "Common Stock") of NFM, of four (4) nominees for election to the Board of Directors of NFM (the "NFM Board") at the 2012 annual meeting of shareholders of NFM, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, or any special meeting of shareholders of NFM for a similar purpose (the "Annual Meeting").

This letter and all Annexes and Exhibits attached hereto are collectively referred to as the "Notice." This Notice is submitted by the Record Holder and on behalf of the Direct Beneficial Owners (as defined below).

As of the close of business on April 25, 2012, (i) Longkloof is the holder of record of, and is entitled to vote, 1,000 shares of Common Stock of NFM (shares of Common stock of NFM are herein referred to as the "Shares") and is the direct beneficial owner of 2,175,100 Shares (including the 1,000 Shares of which Longkloof is the shareholder of record) and (ii) Mile End Limited, a British Virgin Islands limited liability company ("Mile End" and collectively with Longkloof, the "Direct Beneficial Owners"), is the direct beneficial owner of 403,731 Shares.

Sabido Investments (Pty) Ltd. ("Sabido") is the 100% owner of Longkloof and provides Longkloof with certain shareholder and financing services. Hosken Consolidated Investments Limited ("HCI") is the majority owner of Sabido. Furthermore, two of Longkloof's nominees to the NFM Board, Mahomed Khalik Ismail Sherrif and Willem Deon Nel, are employees of Sabido. Marcel Golding ("Golding," and collectively with HCI and Sabido, the "Beneficial Owners" and each of them a "Beneficial Owner") is the Executive Chairman of HCI and also is affiliated with Mile End. Each of the Beneficial Owners by virtue of its or his relationship with one or more of the Direct Beneficial Owners may be deemed to have voting control and investment discretion over the Shares owned by the Direct Beneficial Owners and, therefore, may beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Shares which each of the Direct Beneficial Owners directly beneficially own.

Longkloof may be deemed to be the beneficial owner of 2,578,831 Shares. Of such 2,578,831 Shares, 2,175,100 Shares of which are owned directly by Longkloof and 403,731 Shares are owned directly by Mile End. Similarly, Mile End may be deemed to be the beneficial owner of 2,578,831 Shares.

The current address and daytime telephone number of Longkloof and Mile End is No 2, The Forum, Grenville Street, St Helier, Jersey, Channel Islands, JE1 4HH, Telephone: +44 1534 823 000 and +41 32 723 1000, respectively. The current address and daytime telephone number of HCI is Longkloof Studios, Darters Road, Cape Town, 8001, South Africa, Telephone: +27 21 481 7560. The current address and daytime telephone number of Sabido is 5 Summit Road, Dunkeld West, 2196, South Africa, Telephone: +27 11 537 9300. The current address and daytime telephone number of Mr. Golding is c/o Longkloof Studios, Darters Road, Cape Town, 8001, South Africa, Telephone: +27 82 457 7777. Each of Longkloof and Mile End is a private investment holding company. HCI is an investment holding company which is listed on the JSE Securities Exchange. Sabido is a subsidiary of HCI. The directors and officers of Longkloof, Mile End, HCI and Sabido are listed in Annex A.

Except as may be otherwise disclosed herein, none of the Direct Beneficial Owners, Beneficial Owners or the Nominees (as defined below) (i) holds any Synthetic Equity Interests (as defined in the Bylaws); (ii) has given or received any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), or is a party to any agreement, arrangement, understanding or relationship pursuant to which such person or entity has or shares a right to vote any shares of any class or series of stock of NFM; (iii) has any Short Interests (as defined in the Bylaws); or (iv) is entitled to receive any performance related fees (other than an asset based fee) based on any increase or decrease in the price or value of shares of any class or series of stock of NFM, or any Synthetic Equity Interests or Short Interests.

Mr. Golding’s duties as the Executive Chairman of HCI include: (i) ensuring the effective operation of the Board of HCI and Board committees of HCI; (ii) communicating with shareholders, governmental entities and other relevant constituencies and relaying the views of such group to the Board of HCI; (iii) assisting the Chief Executive Officer in coordinating and developing management’s strategic plan for HCI; (iv) coordinating periodic review of the membership of the Board of HCI and Board committees of HCI; and (v) encouraging active communication between the executive and non-executive board members. With respect to Mile End, Mr. Golding serves as the trust protector of the trust that owns Mile End. By virtue of Mr. Golding’s position as Executive Chairman of HCI and Chief Executive Officer of Sabido, and in his capacity as such, Mr. Golding is the Responsible Person (as defined in the Bylaws) and, as such, is responsible for the decision to propose the Nominees for election to the NFM Board. As the Executive Chairman of HCI and Chief Executive Officer of Sabido, Mr. Golding owes normal and customary fiduciary duties to the equityholders or certain other other beneficiaries of the Direct Beneficial Owners and/or the Beneficial Owners. In addition to serving as the Executive Chairman of HCI, Mr. Golding serves as director of several companies, including the Tsogo Sun Group, YFM Radio Group and the Golden Arrow Bus Company. He also is the Chief Executive Officer of Sabido, e.tv and eSat tv. Mr. Golding served as Member of Parliament of South Africa from 1994 to 1997, before which time he served as Deputy General Secretary of the South African National Union of Mineworkers and as a member of both the Miners International Federation and the Southern African Miners Federation executive committees. Mr. Golding does not have any material interests or relationships that are not shared generally by any record or beneficial holders of the shares of NFM or that reasonably could have influenced his decision to propose the Nominees.

Nomination of Directors

Through this Notice, Longkloof hereby nominates and notifies you of its intent to nominate Eric Doctorow, Mahomed Khalik Ismail Sherrif, Willem Deon Nel and Barbara Wall as nominees (the "Nominees") to be elected to the NFM Board at the Annual Meeting.

Eric Doctorow (Age 59) has been a consultant to Relativity Media's Home Entertainment business since February 2012. From February 2011 to December 2011, Mr. Doctorow served as Executive Vice President of Miramax, where he was responsible for Miramax's worldwide home entertainment efforts, which included physical and digital activities. For almost five years prior thereto, Mr. Doctorow was General Manager of MGM's worldwide home entertainment through its relationship with Twentieth Century Fox, and, prior to that, Mr. Doctorow was Chief Operating Officer of Ventura Entertainment. Ventura Entertainment filed an assignment for benefit of creditors in 2009. Prior to Ventura Entertainment, Mr. Doctorow served as Chief Operating Officer of THQ, Inc. and served for more than 20 years at Paramount, most recently as President of Paramount's Worldwide Home Entertainment Division. The principal business address and daytime telephone number of Mr. Doctorow is 26050 Mulholland Highway, Calabasas, CA 91302, Telephone: (310) 309-7900. Mr. Doctorow is a citizen of the United States of America. Mr. Doctorow, as a member of a "group" for the purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to be a beneficial owner of the 2,578,831 Shares beneficially owned by the Direct Beneficial Owners. Mr. Doctorow disclaims beneficial ownership of such Shares. Mr. Doctorow does not directly own any Shares. For information regarding purchases and sales during the past two years by the Direct Beneficial Owners of securities of NFM that may be deemed to be beneficially owned by Mr. Doctorow, see Exhibit A.

Mr. Doctorow has over 20 years of experience in the entertainment industry and has a strong understanding of the complex business and financial issues encountered by large complex companies.

Mahomed Khalik Ismail Sherrif (Age 51) has served as Chief Commercial Officer of Sabido for the last ten years, where he focuses on revenue generation. Mr. Sherrif also serves as the Chief Commercial Officer of e.tv (Pty) Ltd., a subsidiary of Sabido. For the last five years, Mr. Sherrif has served as a director of the Yired Group of Companies. Mr. Sherrif has also acted as a director for Power TV for the past year, Cape Town Film Studios (Pty) Ltd. for the past three years and Dreamworld Management Company (Pty) Ltd. for the past five years. The principal business address and daytime telephone number of Mr. Sherrif is 5 Summit Rd, Dunkeld West, 2196, South Africa, Telephone: +27 82 419 2419. Mr. Sherrif, as a member of a "group" for the purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to be a beneficial owner of the 2,578,831 Shares beneficially owned by the Direct Beneficial Owners. Mr. Sherrif is a citizen of South Africa. Mr. Sherrif disclaims beneficial ownership of such Shares. Mr. Sherrif does not directly own any Shares. For information regarding purchases and sales during the past two years by the Direct Beneficial Owners of securities of NFM that may be deemed to be beneficially owned by Mr. Sherrif, see Exhibit A.

Mr. Sherrif’s substantial sales and operational background and role as a director of various companies have provided him with a wide range of knowledge and a broad understanding of the sales, operational, financial and strategic issues facing companies.

Willem Deon Nel (Age 47) has served as Chief Financial Officer of Sabido for the past nine and half years, where he focuses on the company's financial integrity and reporting. Mr. Nel also serves as the Chief Financial Officer of e.tv (Pty) Ltd., a subsidiary of Sabido. For the past three years, Mr. Nel has served as a director of Sabido Properties (Pty) Ltd. Mr. Nel has also acted as a director for several other organizations including, Cape Town Film Studios (Pty) Ltd. for the past four years, Dreamworld Management Company (Pty) Ltd. for the past four years, e.tv China Limited for the past three years, e.tv (Beijing) Limited for the past year, Setanta Sports Asia Limited for the past year, Powercorp Limited for the past year and Jacana (Pty) Ltd. for the past year. The principal business address and daytime telephone number of Mr. Nel is 5 Summit Rd, Dunkeld West, 2196, South Africa, Telephone: +27 82 419 4450. Mr. Nel is a citizen of South Africa. Mr. Nel, as a member of a "group" for the purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to be a beneficial owner of the 2,578,831 Shares beneficially owned by the Direct Beneficial Owners. Mr. Nel disclaims beneficial ownership of such Shares. Mr. Nel does not directly own any Shares. For information regarding purchases and sales during the past two years by the Direct Beneficial Owners of securities of NFM that may be deemed to be beneficially owned by Mr. Nel, see Exhibit A.

Mr. Nel would be a valuable addition to the NFM Board due to his deep understanding of finance and risk, having served as a chief financial officer and as a director on a number of boards.

Barbara Wall (Age 51) served as Executive Vice President of Development, Production and Current Programming at Lionsgate Television from November 2005 to November 2011. From July 2002 to February 2004, Ms. Wall served as Executive Vice President of Production and Development at Heel and Toe Films. Ms. Wall served as Vice President of Drama Development at 20th Century Fox Television from August 2000 to July 2002 and Vice President of Original Series Programming at Turner Network Television (TNT) from January 1999 to July 2000. Prior to that time, Ms. Wall served as Director of Series Programming at Fox Broadcasting Company and as a Series Programming Consultant at USA Network. The principal business address and daytime telephone number of Ms. Wall is 1925 South Beverly Glen Blvd. #32, Los Angeles, CA 90025, Telephone: (310) 463-9838. Ms. Wall is a citizen of the United States of America. Ms. Wall, as a member of a "group" for the purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to be a beneficial owner of the 2,578,831 Shares beneficially owned by the Direct Beneficial Owners. Ms. Wall disclaims beneficial ownership of such Shares. Ms. Wall does not directly own any Shares. For information regarding purchases and sales during the past two years by the Direct Beneficial Owners of securities of NFM that may be deemed to be beneficially owned by Ms. Wall, see Exhibit A.

Ms. Wall has extensive experience as an executive officer in the entertainment industry, which would allow her to bring important industry insights into board oversight and corporate governance matters.

Longkloof believes that the terms of six (6) directors currently serving on the NFM Board expire at the Annual Meeting. To the extent there are in excess of six (6) vacancies on the NFM Board to be filled by election at the Annual Meeting or NFM increases the size of the NFM Board above its existing size, Longkloof reserves the right to nominate additional nominees to be elected to the NFM Board at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Longkloof that any attempt to increase the size of the current NFM Board constitutes an unlawful manipulation of NFM's corporate machinery. If this Notice shall be deemed for any reason by a court of competent jurisdiction or otherwise to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Longkloof.

A representative of Longkloof intends to appear in person or by proxy at the Annual Meeting to nominate the persons specified in this Notice for election to the NFM Board.

Each of the Nominees has consented to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by Longkloof in connection with its solicitation and to serve as a director of NFM, if so elected. Copies of consents are attached hereto as Exhibit B.

Prior to the delivery of this Notice, representatives of Longkloof requested the forms of questionnaire and representation and agreement relating to the Applicable Qualification Criteria (the "Requested Forms") referenced in Article 2, Section 2.17(F) of the Bylaws with respect to each Nominee set forth above. Longkloof believes this Notice is in proper form and does not believe there is any requirement under applicable law for the completion of such Requested Forms in order for a shareholder of a Colorado corporation to validly submit nominations for directors. Longkloof nevertheless intends to review and return to NFM the Requested Forms. Longkloof reserves all rights to challenge the validity of any such requirement in the event NFM should assert that this Notice is invalid by virtue of the absence of any such completed Requested Forms with this Notice or any claim by NFM that any Requested Forms that are returned at a later date by Longkloof are deficient.

Additional Information on Longkloof and the Nominees

As of April 25, 2012, the Direct Beneficial Owners, the Beneficial Owners and the Nominees (collectively, the "Group") entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of NFM, (ii) the parties agreed to solicit proxies to elect the Nominees or any other person designated by the Group as directors of NFM and to take all other action necessary or advisable to achieve the foregoing (the "Solicitation"), and (iii) Longkloof agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.

With respect to the Solicitation, proxies may be solicited by mail, advertisement, telephone, facsimile, the Internet, telegraph and/or personal solicitation. No additional compensation will be paid to the Group for the solicitation of proxies. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward the Groups' solicitation material to their customers for whom they hold Shares, and the Group will reimburse them for their reasonable out-of-pocket expenses.

Longkloof has retained MacKenzie Partners, Inc. (the "Soliciting Agent") to assist in the Solicitation and for related services. In connection with its retention of the Soliciting Agent, Longkloof has agreed to pay the Soliciting Agent normal and customary fees to be mutually agreed to between Longkloof and the Soliciting Agent. In addition, Longkloof has agreed to reimburse the Soliciting Agent for its reasonable out-of pocket expenses and indemnify it in respect of certain claims in connection with its retention. The entire expense of preparing, assembling, printing and mailing the proxy statement and related materials and the cost of soliciting proxies will be borne by the Longkloof. Longkloof may seek reimbursement of such expenses from NFM. Longkloof estimates that the total expenditures relating to the proxy solicitation incurred by the Group will be in line with normal and customary fees for such a process.

Pursuant to separate letter agreements, Longkloof agreed to indemnify each of Ms. Wall and Messrs. Doctorow, Sherrif and Nel against any and all claims of any nature arising from the Solicitation and any related transactions.

Except as set forth in this Notice (including the Annexes and Exhibits attached hereto), (i) during the past 10 years, none of the Direct Beneficial Owners, the Beneficial Owners or the Nominees have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) none of the Direct Beneficial Owners, the Beneficial Owners or the Nominees directly or indirectly beneficially own any securities of NFM; (iii) none of the Direct Beneficial Owners, the Beneficial Owners or the Nominees own any securities of NFM which are owned of record but not beneficially; (iv) none of the Direct Beneficial Owners, the Beneficial Owners or the Nominees have purchased or sold any securities of NFM during the past two years; (v) no part of the purchase price or market value of the securities of NFM owned by the Direct Beneficial Owners, the Beneficial Owners or the Nominees is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) none of the Direct Beneficial Owners, the Beneficial Owners or the Nominees are, or within the past year were, parties to any contract, arrangements or understandings with any person with respect to any securities of NFM, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any of the Direct Beneficial Owners, the Beneficial Owners or the Nominees owns beneficially, directly or indirectly, any securities of NFM; (viii) none of the Direct Beneficial Owners, the Beneficial Owners or the Nominees own beneficially, directly or indirectly, any securities of any parent or subsidiary of NFM; (ix) none of the Direct Beneficial Owners, the Beneficial Owners or the Nominees or any of their associates was a party to any transaction, or series of similar transactions, since the beginning of NFM's last fiscal year, or are parties to any currently proposed transaction, or series of similar transactions, to which NFM or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) none of the Direct Beneficial Owners, the Beneficial Owners or the Nominees or any of their associates have any arrangement or understanding with any person with respect to any future employment by NFM or its affiliates, or with respect to any future transactions to which NFM or any of its affiliates will or may be a party; and (xi) no person, including any of the Direct Beneficial Owners, the Beneficial Owners or the Nominees, who is a party to an arrangement or understanding pursuant to which the Nominees are proposed to be elected has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted on at the Annual Meeting. There are no material proceedings to which any of the Direct Beneficial Owners, the Beneficial Owners or the Nominees or any of their associates are a party adverse to NFM or any of its subsidiaries or have a material interest adverse to NFM or any of its subsidiaries. Except as set forth in this Notice (including the Annexes and Exhibits attached hereto), with respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten years.

Each Direct Beneficial Owner, Beneficial Owner and Nominee has an interest in the election of directors at the Annual Meeting: (i) directly and/or indirectly through the beneficial ownership (if any) of Shares, as described herein; or (ii) pursuant to the Joint Filing and Solicitation Agreement, if applicable.

On February 10, 2006, NFM completed its acquisition of all the capital stock of MRG Entertainment, Inc., a California corporation ("MRG"). MRG, a film and television production and distribution company distributes titles under the name Mainline Releasing and through a wholly-owned subsidiary. Prior to NFM's acquisition of MRG, Sabido purchased programming from Mainline Releasing. Neither Sabido nor Longkloof has purchased any programming from Mainline Releasing or MRG since its acquisition by NFM.

Mr. Sherrif entered into an employment agreement with Sabido, an affiliate of Longkloof, on May 1, 2002, pursuant to which Mr. Sherrif is employed as Chief Commercial Officer of Sabido. This agreement commenced on May 1, 2002. In connection with this agreement, Mr. Sherrif was paid a base salary of South African Rand (“R”) R1,826,400 and a bonus of R728,661 for the year ended December 31, 2011, a base salary of R1,574,000 and a commission of R495,151 for the year ended December 31, 2010, and a base salary of R1,243,779 and a commission of R664,548 for the year ended December 31, 2009. Under this agreement, Mr. Sherrif also entitled to participate in certain benefit programs and plans of Sabido. He is also subject to certain confidentiality obligations thereunder.

Mr. Nel entered into an employment agreement with Sabido, an affiliate of Longkloof, on December 4, 2002, pursuant to which Mr. Nel is employed as Chief Financial Officer of Sabido. This agreement commenced on December 4, 2002. In connection with this agreement, Mr. Nel was paid a base salary of R1,825,744 and a bonus of R900,000 for the year ended December 31, 2011, a base salary of R1,497,500 for the year ended December 31, 2010, and a base salary of R1,106,207 and a bonus of R1,110,000 for the year ended December 31, 2009. Under this agreement, Mr. Nel also entitled to participate in certain benefit programs and plans of Sabido. He is also subject to certain confidentiality obligations thereunder.

Other than as stated above, (i) there are no arrangements or understandings between the Direct Beneficial Owners and the Beneficial Owners, on the one hand, and each Nominee, on the other hand, pursuant to which the nomination described herein is to be made and (ii) there is no additional information applicable to the Direct Beneficial Owners, the Beneficial Owners or the Nominees that is required to be disclosed herein under Article 2, Section 2.17 of the Bylaws.

With respect to each Nominee, such Nominee is independent under the independence standards applicable to NFM under paragraph (a)(1) of Item 407 of Regulation S-K and the listing standards of the Nasdaq Stock Market.

Reference is made to the Schedule 13D, as amended, relating to the securities of NFM, filed and to be filed with the SEC by Longkloof and the other members of the Group, as the case may be, for additional information regarding the members of the Group.

The Annexes, the Exhibits and all attachments thereto are hereby incorporated into and made a part of this Notice. Accordingly, all matters disclosed in any part of this Notice, including the Annexes, the Exhibits and all attachments thereto, should be deemed disclosed for all purposes of this Notice.

Information is set forth herein as of the close of business on April 25, 2012. Except as required by Article 2, Section 2.17 of the Bylaws, neither the delivery of this Notice nor any delivery by any Direct Beneficial Owner, Beneficial Owner or Nominee of additional information to NFM from and after the date hereof shall be deemed to constitute an admission by any Direct Beneficial Owner, Beneficial Owner, Nominee, or any of their respective affiliates or associates (if any), that such delivery is required or that each and every item or any item of information is required or as to the legality or enforceability of any notice requirement or any other matter, or a waiver by any Direct Beneficial Owner, Beneficial Owner, Nominee, or any of their respective affiliates (if any), of their right to contest or challenge, in any way, the validity or enforceability of any notice requirement or any other matter (including actions taken by the NFM Board in anticipation of, or following receipt of, this Notice). Furthermore, this Notice assumes that the NFM Board will nominate a total of six director nominees for election to the NFM Board at the Annual Meeting and if the NFM Board (i) increases the number of directors to be nominated and elected at the Annual Meeting, the Record Holder reserves the right to add additional director nominees in respect of each such additional directorship or (ii) decreases the number of directors to be nominated and elected at the Annual Meeting, the Record Holder reserves the right to remove director nominees from the proposed slate in respect of each such decreased directorship. In the event any statement or other information in this Notice is not correct, or to the extent any applicable information has been omitted from this Notice, the Direct Beneficial Owners, Beneficial Owners and Nominees reserve the right to correct and/or supplement any such statement or other information set forth in this Notice.

Please address any correspondence to Longkloof Limited, c/o Stonehage Trust Holdings (Jsy) Ltd, Attention: Richard Stride, No 2, The Forum, Grenville Street, St. Helier, Jersey, JE1 4HH, telephone +44 1534 823 061, facsimile +44 1534 823 002 (with a copy to our counsel, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, Attention: Christopher Doyle, Esq., telephone (212) 806-5641, facsimile (212) 806-2641).

	Very truly yours,

	LONGKLOOF LIMITED

	By:	Beaumont (Directors) Limited
		a Jersey incorporated entity, corporate director

	By:	/s/ Cora Binchy
		Name: Cora Binchy
		Title: Director of the corporate director

	By:	/s/ Karen Oliver
		Name: Karen Oliver
		Title: Director of the corporate director

exhibit a

transactions in securities of NFM

during the past two years

Class of Security	Quantity Purchased		Price Per Share ($)		Date of Purchase
Longkloof Limited
Common Stock		3,200		1.8500		5/17/2010
Common Stock		600		1.8500		5/18/2010
Common Stock		3,800		1.8500		5/19/2010
Common Stock		2,200		1.8500		5/20/2010
Common Stock		2,652		1.8500		5/21/2010
Common Stock		107,415		1.8496		5/24/2010
Common Stock		130,018		1.8472		5/25/2010
Common Stock		10,813		1.8415		5/26/2010
Common Stock		13,213		1.8349		5/27/2010
Common Stock		1,900		1.8261		5/28/2010
Common Stock		5,008		1.8083		6/1/2010
Common Stock		32,691		1.8142		6/2/2010
Common Stock		21,352		1.8240		6/3/2010
Common Stock		5,500		1.8209		6/4/2010
Common Stock		43,432		1.8344		6/7/2010
Common Stock		21,342		1.7912		6/8/2010
Common Stock		20,219		1.7648		6/9/2010
Common Stock		24,530		1.7790		6/10/2010
Common Stock		16,780		1.3830		8/12/2010
Common Stock		16,462		1.4008		8/13/2010
Common Stock		59,527		2.1220		2/15/2011
Common Stock		21,473		2.1441		2/16/2011
Common Stock		44,512		1.1734		9/6/2011
Common Stock		6,056		1.2000		9/7/2011
Common Stock		11,836		1.2000		9/12/2011
Common Stock		14,400		1.2000		9/14/2011
Common Stock		800		1.2000		9/20/2011
Common Stock		32,300		1.1642		9/22/2011
Common Stock		7,000		1.1200		9/26/2011
Common Stock		37,400		1.0998		10/12/2011
Common Stock		10,000		1.0400		10/13/2011
Common Stock		11,000		1.0944		10/13/2011
Common Stock		16,796		1.0996		10/17/2011
Common Stock		27,500		1.1111		10/17/2011
Common Stock		5,000		1.1308		10/18/2011
Common Stock		14,500		1.1270		10/26/2011
Common Stock		5,000		1.1150		10/28/2011
Common Stock		10,000		1.1200		11/1/2011

Mile End Limited
Common Stock		263,871		1.5150		7/23/2010
Common Stock		139,860		1.4300		8/13/2010

EXHIBIT B

NOMINEE CONSENTS

Eric Doctorow

26050 Mulholland Highway

Calabasas, CA 91302

April 24, 2012

New Frontier Media, Inc.

6000 Spine Road, Suite 100

Boulder, CO 80301

Attn: Michael Weiner, Corporate Secretary

Dear Mr. Weiner:

You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Longkloof Limited ("Longkloof'') of its intention to nominate the undersigned as a director of New Frontier Media, Inc. ("NFM") at the 2012 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Longkloof in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of NFM if elected at the Annual Meeting.

	Very truly yours,

	/s/ Eric Doctorow
	Eric Doctorow

Barbara Wall

1925 South Beverly Glen Blvd. #32

Los Angeles, CA 90025

April 24, 2012

New Frontier Media, Inc.

6000 Spine Road, Suite 100

Boulder, CO 80301

Attn: Michael Weiner, Corporate Secretary

Dear Mr. Weiner:

	Very truly yours,

	/s/ Barbara Wall
	Barbara Wall

Mahomed Khalik Ismail Sherrif

5 Summit Rd

Dunkeld West, 2196

South Africa

April 24, 2012

New Frontier Media, Inc.

6000 Spine Road, Suite 100

Boulder, CO 80301

Attn: Michael Weiner, Corporate Secretary

Dear Mr. Weiner:

	Very truly yours,

	/s/ Mahomed Khalik Ismail Sherrif
	Mahomed Khalik Ismail Sherrif

Willem Deon Nel

5 Summit Rd

Dunkeld West, 2196

South Africa

April 24, 2012

New Frontier Media, Inc.

6000 Spine Road, Suite 100

Boulder, CO 80301

Attn: Michael Weiner, Corporate Secretary

Dear Mr. Weiner:

	Very truly yours,

	/s/ Willem Deon Nel
	Willem Deon Nel

ANNEX a

directors and officers

Longkloof Limited

Name		Title
Beaumont (Directors) Limited		Director

Hermes (Secretaries) Limited		Secretary

Mile End Limited

Name		Title
Chaumont (Directors) Limited		Director

Hermes (Secretaries) Limited		Secretary

Hosken Consolidated Investments Limited

Name		Title
John Anthony Copelyn		Chief Executive Officer and Director

Marcel Anthony Golding		Executive Chairman and Director

Mimi Freddie Magugu		Director

Theventheran Govindsamy Govender		Financial Director and Director

Elias Velaphi Mphande		Director

Virginia Mary Engel		Director

Jabulani Geffrey Ngcobo		Director

Yunis Shaik		Director

Lynette Moretlo Molefi		Director

Sabido Investments (Pty) Ltd.

Name		Title
John Anthony Copelyn		Executive Chairman and Director

Marcel Anthony Golding		Chief Executive Officer and Director

Jannie Durand		Director

Theventheran Govindsamy Govender		Director

Hendrik John Carse		Director

Elias Velaphi Mphande		Director

Lynette Moretlo Molefi		Director

EX-99.5 3 v310926_ex99-5.htm EXHIBIT V

Exhibit V

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of New Frontier Media, Inc., a Colorado corporation (“NOOF”); and

WHEREAS, Longkloof Limited, a Jersey limited liability company (“Longkloof”), Mile End Limited, a British Virgin Islands limited liability company (“Mile End”), Hosken Consolidated Investments Limited (“HCI”), a South African corporation, Sabido Investments (Pty) Ltd., a South African limited liability company (“Sabido”), Marcel Golding (together with Longkloof, Mile End, HCI and Sabido, the “Longkloof Parties”), Eric Doctorow, Mahomed Khalik Ismail Sherrif, Willem Deon Nel and Barbara Wall wish to form a group for the purpose of soliciting proxies or written consents to elect Eric Doctorow, Mahomed Khalik Ismail Sherrif, Willem Deon Nel and Barbara Wall, or any other person designated by the undersigned, as directors of NOOF and taking all other action necessary or advisable to achieve the foregoing.

NOW, IT IS AGREED, this 25th day of April, 2012, by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D and any amendments thereto with respect to the securities of NOOF. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Stroock & Stroock & Lavan LLP (“Stroock”) of (i) any of their purchases or sales of securities of NOOF; or (ii) any securities of NOOF over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents to elect Eric Doctorow, Mahomed Khalik Ismail Sherrif, Willem Deon Nel and Barbara Wall or any other person nominated by Longkloof as directors of NOOF, (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing (the “Solicitation”).

4. Each of the undersigned hereby constitutes and appoints Longkloof Limited, Mile End Limited, Marcel Golding and Mark Rosin, or any of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of NOOF directly or indirectly beneficially owned by the Longkloof Parties or any of their affiliates and (ii) the Solicitation. Such action shall include, but not be limited to:

executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of NOOF or the Solicitation;

executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of NOOF or the Solicitation;

executing for and on behalf of the undersigned any other joint filing and solicitation agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Clause 4 and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Clause 4 shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

5. Longkloof agrees to bear all expenses incurred in connection with the Group’s activities, including expenses incurred by any of the parties in the Solicitation. Notwithstanding the foregoing, Longkloof shall not be required to reimburse any party for (i) out-of-pocket expenses incurred by a party in the aggregate in excess of $250 without Longkloof’s prior written approval; (ii) the value of the time of any party; (iii) legal fees incurred without Longkloof’s prior written approval; or (iv) the costs of any counsel, other than Stroock, employed in connection with any pending or threatened litigation without Longkloof’s prior written approval.

-2-

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of NOOF, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. Each of the undersigned agrees that any Securities and Exchange Commission filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Longkloof or its representatives.

8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, which may be sufficiently evidenced by one counterpart.

9. This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof. In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10. Any party hereto may terminate his obligations under this Agreement at any time on 24 hours’ written notice to all other parties, with a copy by fax to Christopher Doyle at Stroock, Fax Nos. (212) 806-2641.

11. Each party acknowledges that Stroock shall act as counsel for both the Group and the Longkloof Parties.

12. Each of the undersigned hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Remainder of Page Intentionally Left Blank]

-3-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 25th day of April, 2012.

LONGKLOOF LIMITED,
a Jersey limited liability company

By:	Beaumont (Directors) Limited
	a Jersey incorporated entity, corporate director

By:	/s/ Cora Binchy
	Name:	Cora Binchy
	Title:	Director of the corporate director

By:	/s/ Karen Oliver
	Name:	Karen Oliver
	Title:	Director of the corporate director

MILE END LIMITED,
a British Virgin Islands limited liability company

By:	Chaumont (Directors) Limited
	a British Virgin Islands company, corporate director

By:	/s/ Karen Oliver
	Name:	Karen Oliver
	Title:	Director of the corporate director

By:	/s/ Cora Binchy
	Name:	Cora Binchy
	Title:	Director of the corporate director

HOSKEN CONSOLIDATED INVESTMENTS LIMITED,
a South African corporation

By:	/s/ Marcel Golding
	Name:	Marcel Golding
	Title:	Executive Chairman

SABIDO INVESTMENTS (PTY) LTD.,
a South African limited liability company

By:	/s/ Marcel Golding
	Name:	Marcel Golding
	Title:	Chief Executive Officer

/s/ Marcel Golding
MARCEL GOLDING

	/s/ Eric Doctorow
	ERIC DOCTOROW

	/s/ Mahomed Khalik Ismail Sherrif
	MAHOMED KHALIK ISMAIL SHERRIF

	/s/ Willem Deon Nel
	WILLEM DEON NEL

	/s/ Barbara Wall
	BARBARA WALL

EX-99.6 4 v310926_ex99-6.htm EXHIBIT VI

Exhibit VI

LONGKLOOF LIMITED

No 2, The Forum, Grenville Street

St. Helier, Jersey, Channel Islands, JE1 4HH

April __, 2012

____________

Re: New Frontier Media, Inc. (NOOF)

Dear ______:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of New Frontier Media, Inc. (the “Company”) in connection with the proxy solicitation that Longkloof Limited (“Longkloof”), and certain of its affiliates, are considering undertaking to elect directors (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter agreement will set forth the terms of our agreement.

Longkloof agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this letter agreement; provided, further, that all of Longkloof’s indemnification and other obligations hereunder shall terminate upon your becoming a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Longkloof prompt written notice of such claim or Loss (provided that failure to promptly notify Longkloof shall not relieve it from any liability which it may have on account of this letter agreement, except to the extent Longkloof shall have been materially prejudiced by such failure). Upon receipt of such written notice, Longkloof will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. Longkloof may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim. Notwithstanding anything to the contrary set forth in this letter agreement, Longkloof shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without Longkloof’s prior written approval. In addition, you agree not to enter into any settlement of Loss or claim without the written consent of Longkloof, which consent will not be unreasonably withheld.

You hereby agree to keep confidential and not disclose to any party, without the consent of Longkloof, any confidential, proprietary or non-public information (collectively, “Information”) of Longkloof or its affiliates, which you have heretofore obtained or may obtain in connection with your role as a nominee of Longkloof. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by Longkloof or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Longkloof so that Longkloof or any representative thereof may seek a protective order or other appropriate remedy or, in Longkloof’s sole discretion, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained or Longkloof does not waive compliance with the terms of this letter agreement, you may consult with counsel at the cost of Longkloof and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Longkloof and, upon the request of a representative of Longkloof, all such information shall be returned or, at Longkloof’s option, destroyed by you, with such destruction confirmed by you to Longkloof in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

Longkloof Limited

By:	Beaumont (Directors) Limited
	a Jersey incorporated entity, corporate director

By:
	Name:	Cora Binchy
	Title:	Director of the corporate director

By:
	Name:	Karen Oliver
	Title:	Director of the corporate director

ACCEPTED AND AGREED: