MUMBAI, India, December 18, 2017 /PRNewswire/ --
Videocon d2h Limited (NASDAQ: VDTH) ("Videocon d2h" or the
"Company"), today announced the receipt of the final approval
needed in India for the closing of
the merger of Videocon d2h with and into Dish TV. The Ministry of
Information and Broadcasting in India vide its letter dated December 15, 2017 has approved the requests made
by the company for completion of the transaction.
Videocon d2h announced its intention to voluntarily delist its
American Depositary Shares ("ADSs") from the Nasdaq Global Market
("Nasdaq") and to deregister with the U.S. Securities and Exchange
Commission ("SEC"), in connection with its amalgamation with Dish
TV India Limited ("Dish TV"). The delisting of the Videocon
d2h ADSs from Nasdaq is expected to take effect on or about
January 3, 2018, after close of
business.
As a result, Videocon d2h anticipates that a Form 25 will be
filed by Nasdaq with the Securities and Exchange Commission ("SEC")
on or about January 4, 2018 to effect
the delisting. The delisting will be effective on the date of such
filing. As soon as practicable following the effectiveness of
the delisting from Nasdaq, Dish TV, as successor to Videocon d2h,
will file a Form 15F with the SEC to deregister and terminate its
reporting obligations under the Securities Exchange Act of 1934.
The deregistration will become effective 90 days after the filing
of the Form 15F.
Videocon d2h is delisting its ADSs from Nasdaq and seeking
deregistration and termination of its reporting obligations under
the Securities Exchange Act of 1934 in connection with the approval
of a scheme of arrangement, pursuant to which Videocon d2h will
amalgamate with Dish TV (the "Scheme"). The Scheme is
anticipated to become effective on or about December 27, 2017, upon the filing with the
Registrar of Companies, Maharashtra, of the order of the Court
approving the Scheme by both Videocon d2h and Dish TV.
Pursuant to the Scheme, and following the effectiveness of the
amalgamation, all outstanding equity shares of Videocon d2h,
including equity shares underlying the ADSs, will be mandatorily
exchanged for new equity shares of Dish TV. Dish TV is
expected to be subsequently renamed Dish TV Videocon Limited.
Videocon d2h ADS holders will receive new Global Depositary
Receipts (the "GDRs"), each GDR representing one equity share of
Dish TV, exchanged at a rate of approximately 8.07331699 new GDRs
for every one Videocon d2h ADS (rounded off up to eight decimal
places), unless such holders elect to receive equity shares of Dish
TV in lieu of GDRs by cancelling their Videocon d2h ADSs.
This is based on: (i) a share exchange ratio of
approximately (rounded off to eight decimal places)
2.01832925 new equity shares of Dish TV for every one equity
share of Videocon d2h (subject to rounding of fractional equity
share entitlements as contemplated under the Scheme); and
(ii) each Videocon d2h ADS representing four Videocon d2h
equity shares. Fractional GDRs will not be distributed.
Holders entitled to receive fractional GDRs will instead
receive cash in lieu of such fractional GDRs.
Videocon d2h ADS holders electing to cancel their ADSs and
receive equity shares of Dish TV will be subject to an ADS
cancellation fee of US$0.05 per ADS.
There will be no fee charged to exchange Videocon d2h ADSs
into Dish TV GDRs. The Videocon d2h ADSs will continue to be
listed and traded on Nasdaq until the mandatory exchange described
above. However, after December 22, 2017, holders of
Videocon d2h ADSs will not be able to surrender their ADSs in
exchange for equity shares of Videocon d2h.
This Scheme was previously announced in Videocon d2h's press
release dated November 11, 2016 and
was approved by Videocon d2h shareholders on May 8, 2017. Application has been made for
the GDRs to be admitted to trading on the Professional Securities
Market of the London Stock Exchange plc.
It is currently anticipated that the new Dish TV equity shares
and GDRs to be issued pursuant to the Scheme will be allotted and
issued on or about January 4, 2018
(the "GDR Effective Date"), at which time the outstanding Videocon
d2h ADSs will be exchanged for new Dish TV GDRs. It is
currently anticipated that the Videocon d2h ADSs will continue
trading until the close of trading on the Nasdaq trading day prior
to the GDR Effective Date (on or about January 3, 2018), and, subject to approval by the
UK Listing Authority, the new Dish TV GDRs will be admitted to
trading on the Professional Securities Market of the London Stock
Exchange plc on the first London
trading day following the GDR Effective Date (on or about
January 5, 2018). However,
holders of Dish TV GDRs will not be able to surrender their GDRs in
exchange for equity shares of Dish TV until the date the new equity
shares of Dish TV are admitted for listing and trading in
India, currently expected to be on
or about January 24, 2018. In
addition, Videocon d2h ADS holders electing to cancel their ADSs
and receive equity shares of Dish TV will not be able to trade the
new equity shares of Dish TV that they will receive until the date
the new equity shares of Dish TV are admitted for listing and
trading in India.
The anticipated key dates and process to be followed by Videocon
d2h ADS holders who wish to receive equity shares of Dish TV in
lieu of GDRs, anticipated key dates and process in relation to the
default option where Videocon d2h ADS holders will receive Dish TV
GDRs, as well as certain charges in respect of the new Dish TV GDR
program are set out below. The dates set out below are
subject to change. All changes, including changes in dates
will be periodically updated at http://ir.videocond2h.com/.
ADS holders are advised to periodically visit this website
for any updates in this regard.
In addition, Videocon d2h ADS holders are directed to the notice
furnished with the SEC on Form 6-K dated December 18, 2017 for
further information regarding the mandatory exchange process.
Key dates or GDR/ADS Option 1: Default Option 2: Cancellation
Option Option
information
For receipt of Dish TV For receipt of Dish TV
GDR to be listed on India Equity Shares to be
London Stock Exchange listed on Indian Stock
Exchanges
Timelines & Process
Exchange ratio 1 ADS = approximately 1 ADS = approximately
8.07331699 Dish TV GDRs 8.07331699 Dish TV shares
Depository to be instructed
Last date for Default option; to cancel the ADS by
selection of option & No action required December 22, 2017 (i.e. at
action required least 1 business day prior
to the ADS record date
below)
Date to determine Date by which ADS holder
Record date holders of ADSs has to become an equity
entitled to receive shareholder of Videocon
GDRs: d2h, to receive the new
On or about January 3, Dish TV shares:
2018 On or before December 26,
2017
Trading in Videocon On or about January 3, Date of cancellation of the
d2h ADSs on Nasdaq 2018, after close of ADS by the holder
halts on business
Date of commencement Commencement of trading Commencement of trading of
of trading of new Dish TV GDRs on new Dish TV shares on
the London Stock Indian Stock Exchanges:
Exchange: On or about January 24,
On or about January 5, 2018
2018
Charges
ADS cancellation Waived USD 0.05 per ADS
charges
GDR issuance charges Waived Not applicable
GDR annual servicing
fee Up to USD 0.01 per GDR Not applicable
GDR cancellation fee
(for subsequent
cancellations) Up to USD 0.05 per GDR Not applicable
This communication does not constitute an offer of any securities
for sale or subscription or a solicitation of an offer to purchase
or subscribe to any securities in any jurisdiction. The
equity shares of Dish TV and Dish TV GDRs issued pursuant to the
Scheme will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or under any relevant
securities laws of any state or other jurisdiction of the United States. Such securities will
be issued in reliance upon the exemption from the registration
requirements of the Securities Act provided by section 3(a)(10)
thereof. No public offering of such securities will be made
in the United States. Such
transaction has not been and will not be approved or disapproved by
the U.S. Securities and Exchange Commission (the "SEC"), nor will
the SEC or any U.S. state securities commission pass upon the
merits or fairness of the transaction nor upon the adequacy or
accuracy of the information contained in any document in connection
with the Scheme. Any representation to the contrary is a
criminal offence in the United
States.
About Videocon d2h
Videocon d2h is India's fast
growing DTH service provider, which offers over 650 channels &
services, which includes 62 Asli "HD" channels & services.
Videocon d2h recently launched the HD Smart Connect Set Top Box
(Connected Set Top Box), which converts an existing normal TV into
a Smart TV. The Connected Set Top Box allows one to browse content
from Facebook, Twitter, Daily Motion, video on demand sites, news
sites, weather sites, etc. through applications residing on the Set
Top Box. Powered by the MPEG-4 and DVB-S2 technology, Videocon d2h
offers services such as 12 PIP Mosaic, d2h Cinema & Active
Music. It offers High Definition channels in 1080p, HDD Sound and
16:9 aspect ratios. Videocon d2h has over 300 own service centres
spread across 7,500 top towns in India.
Forward-looking statements
This announcement may contain forward-looking statements, as
defined in the safe harbor provisions of the US Private Securities
Litigation Reform Act of 1995. In addition to statements
which are forward-looking by reason of context, the words "may",
"will", "should", "expects", "plans", "intends", "anticipates",
"believes", "estimates", "predicts", "potential", or "continue" and
similar expressions identify forward-looking statements. We
caution you that reliance on any forward-looking statement involves
risks and uncertainties that might cause actual results to differ
materially from those expressed or implied by such statements.
These and other factors are more fully discussed in Videocon
d2h's annual report on Form 20-F filed with the SEC and available
at http://www.sec.gov. All information provided in this
announcement is as of the date hereof, unless the context otherwise
requires. Other than as required by law, Videocon d2h does
not undertake to update any forward-looking statements or other
information in this announcement.
SOURCE Videocon d2h
