MUMBAI, India, March 14, 2018 /PRNewswire/ --
Videocon d2h Limited (NASDAQ: VDTH) ("Videocon d2h" or the
"Company"), today announces 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").
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The Company previously announced its intention to delist its
ADSs from Nasdaq in a press release dated December 18, 2017.
However, on December 26, 2017, the Company announced that the
timetable for effectiveness of the scheme of amalgamation and
delisting would be revised and disclosed in due course.
The last day of trading of the Videocon d2h ADSs on Nasdaq is
expected to be on or about April 4, 2018, and the delisting of
the Videocon d2h ADSs from Nasdaq is expected to take effect on or
about April 5, 2018.
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 April 5, 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 March 22, 2018, 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 March 20, 2018, 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 April 5, 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
April 4, 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 April 6, 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 April 10, 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 March 14, 2018 for
further information regarding the mandatory exchange process.
Option 1: Default Option 2: Cancellation
Option Option
Key dates or GDR/ADS For receipt of Dish TV For receipt of Dish TV
information 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
Last date for Default option; Depository to be instructed
selection of option & to cancel the ADS by March
action required 20, 2018 (i.e. at least 1
business day prior to the
No action required ADS record date below)
Record date Date to determine Date by which ADS holder
holders of ADSs has to become an equity
entitled to receive shareholder of Videocon
GDRs: d2h, to receive the new
Dish TV shares:
On or about April 4, 2018 On or before March 21, 2018
Trading in Videocon On or about April 4, 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 April 6, 2018 On or about April 10, 2018
Charges
ADS cancellation
charges Waived USD 0.05 per ADS
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
