Report of Foreign Issuer (6-k)
January 04 2018 - 9:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13A-16
OR
15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2018
Commission File Number:
001-36901
Videocon d2h Limited
(Translation of registrants name into English)
1st Floor,
Techweb Centre
New Link Road
Oshiwara Jogeshwari (West)
Mumbai 400 102 Maharashtra, India
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form
20-F
or Form
40-F.
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7): ☐
Update to Initial Mandatory Exchange Notice
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Subject:
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Scheme of Arrangement among Videocon d2h Limited
and Dish TV India Limited and their respective shareholders and creditors
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CUSIP:
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25471A401
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ADR Ratio:
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1 ADS: 4 ORD Shares
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Symbol:
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VDTH
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Reference is made to the notice issued by Videocon d2h Limited (
Videocon d2h
) dated December 18, 2017
(the
Initial Mandatory Exchange Notice
). Capitalized terms not defined herein are used as defined in the Initial Mandatory Exchange Notice.
Videocon d2h hereby announces that the Scheme of Arrangement (the
Scheme
) among Videocon d2h, Dish TV India Limited (
Dish
TV
), and their respective shareholders and creditors has not become effective on December 27, 2017 (the previously announced Scheme Effective Date). Accordingly, the previously announced mandatory exchange of all outstanding equity shares
of Videocon d2h, including equity shares underlying Videocon d2h American Depositary Shares (the
ADSs
), for new equity shares of Dish TV will no longer occur effective as of January 4, 2018 (the previously announced GDS
Effective Date). The updated Scheme Effective Date, GDS Effective Date and Record Date will be announced in due course.
Videocon d2h ADS holders who did
not exercise the cancellation option during December 18, 2017 to December 22, 2017 and still wish to elect to receive equity shares of Dish TV in lieu of receiving new Dish TV GDSs may continue to instruct the Depositary to cancel their ADSs as per
the process set out in the Cancellation Option described in the Initial Mandatory Exchange Notice. However, Videocon d2h ADS holders are strongly advised to wait until the updated timeline for the Scheme is announced before exercising Cancellation
Option. Videocon d2h ADS holders who wish to elect to cancel their Videocon d2h ADSs and ultimately receive the new equity shares of Dish TV are required to have a DR sub-type account for such purpose and should consult their local broker about the
opening of a DR sub-type account, if not already in place (as well as any fees or costs that they will incur in connection with the Cancellation Option).
The underlying Videocon d2h equity shares received upon the cancellation of Videocon d2h ADSs are not listed on any stock exchange, and there will be no
liquid market in the trading of such securities. In addition, once Videocon d2h ADSs have been converted into Videocon d2h equity shares, it may not be possible to re-deposit those shares into the Videocon d2h ADS program. Accordingly, Videocon d2h
ADS holders are strongly advised to wait until the updated timeline for the Scheme is announced (including the updated Scheme Effective Date, GDS Effective Date and Record Date) before requesting the Depositary to cancel their ADSs. By instructing
the Depositary to cancel their ADSs, the Videocon d2h ADS holders will be deemed to acknowledge and understand the foregoing.
Trading of Videocon d2h
ADSs will continue on NASDAQ until such time as will be further advised by an additional notice subsequent hereto in which an updated timelines for the Scheme will be announced.
This communication does not constitute an offer of any securities for sale or a solicitation of an offer to purchase any securities in any jurisdiction.
The equity shares of Dish TV and Dish TV GDSs 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.
For further information with respect to the mandatory exchange, Videocon d2h ADS holders can contact American Stock Transfer & Trust, LLC, acting in
its capacity as sub-agent to the Exchange Agent, at (866) 706-8374.
Further information in relation to the key dates and processes relating to the
merger will be made available at
http://ir.videocond2h.com/
.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Dated: January 4, 2018
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Videocon D2h Limited
(Registrant)
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By:
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/s/ Saurabh Pradipkumar Dhoot
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Name:
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Saurabh Pradipkumar Dhoot
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Title:
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Executive Chairman
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