Videocon d2h to Delist From NASDAQ in Connection With Scheme of Amalgamation With Dish TV


     (Emblem: http://images.prnewswire.com/prnh/20160519/806055 )

The Firm beforehand introduced its intention to delist its ADSs from Nasdaq in a press launch dated December 18, 2017. Nevertheless, on December 26, 2017, the Firm introduced that the timetable for effectiveness of the scheme of amalgamation and delisting can be revised and disclosed in the end.

The final day of buying and selling of the Videocon d2h ADSs on Nasdaq is predicted to be on or about April 4, 2018, and the delisting of the Videocon d2h ADSs from Nasdaq is predicted to take impact on or about April 5, 2018.

In consequence, Videocon d2h anticipates {that a} Type 25 shall be filed by Nasdaq with the Securities and Trade Fee (“SEC”) on or about April 5, 2018 to impact the delisting. The delisting shall be efficient on the date of such submitting. As quickly as practicable following the effectiveness of the delisting from Nasdaq, Dish TV, as successor to Videocon d2h, will file a Type 15F with the SEC to deregister and terminate its reporting obligations underneath the Securities Trade Act of 1934. The deregistration will turn out to be efficient 90 days after the submitting of the Type 15F.

Videocon d2h is delisting its ADSs from Nasdaq and in search of deregistration and termination of its reporting obligations underneath the Securities Trade Act of 1934 in reference to the approval of a scheme of association, pursuant to which Videocon d2h will amalgamate with Dish TV (the “Scheme”). The Scheme is anticipated to turn out to be efficient on or about March 22, 2018, upon the submitting with the Registrar of Firms, Maharashtra, of the order of the Court docket approving the Scheme by each Videocon d2h and Dish TV.

Pursuant to the Scheme, and following the effectiveness of the amalgamation, all excellent fairness shares of Videocon d2h, together with fairness shares underlying the ADSs, shall be mandatorily exchanged for brand new fairness shares of Dish TV. Dish TV is predicted to be subsequently renamed Dish TV Videocon Restricted. Videocon d2h ADS holders will obtain new International Depositary Receipts (the “GDRs”), every GDR representing one fairness share of Dish TV, exchanged at a price of roughly 8.07331699 new GDRs for each one Videocon d2h ADS (rounded off as much as eight decimal locations), except such holders elect to obtain fairness shares of Dish TV in lieu of GDRs by cancelling their Videocon d2h ADSs. That is based mostly on: (i) a share change ratio of roughly (rounded off to eight decimal locations) 2.01832925 new fairness shares of Dish TV for each one fairness share of Videocon d2h (topic to rounding of fractional fairness share entitlements as contemplated underneath the Scheme); and (ii) every Videocon d2h ADS representing 4 Videocon d2h fairness shares. Fractional GDRs is not going to be distributed. Holders entitled to obtain fractional GDRs will as an alternative obtain money in lieu of such fractional GDRs.

Videocon d2h ADS holders electing to cancel their ADSs and obtain fairness shares of Dish TV shall be topic to an ADS cancellation price of US$0.05 per ADS. There shall be no price charged to change Videocon d2h ADSs into Dish TV GDRs.  The Videocon d2h ADSs will proceed to be listed and traded on Nasdaq till the necessary change described above. Nevertheless, after March 20, 2018, holders of Videocon d2h ADSs will be unable to give up their ADSs in change for fairness shares of Videocon d2h.

This Scheme was beforehand introduced in Videocon d2h’s press launch dated November 11, 2016 and was authorized by Videocon d2h shareholders on Could 8, 2017. Utility has been made for the GDRs to be admitted to buying and selling on the Skilled Securities Market of the London Inventory Trade plc.

It’s at the moment anticipated that the brand new Dish TV fairness shares and GDRs to be issued pursuant to the Scheme shall be allotted and issued on or about April 5, 2018 (the “GDR Efficient Date”), at which era the excellent Videocon d2h ADSs shall be exchanged for brand new Dish TV GDRs. It’s at the moment anticipated that the Videocon d2h ADSs will proceed buying and selling till the shut of buying and selling on the Nasdaq buying and selling day previous to the GDR Efficient Date (on or about April 4, 2018), and, topic to approval by the UK Itemizing Authority, the brand new Dish TV GDRs shall be admitted to buying and selling on the Skilled Securities Market of the London Inventory Trade plc on the primary London buying and selling day following the GDR Efficient Date (on or about April 6, 2018). Nevertheless, holders of Dish TV GDRs will be unable to give up their GDRs in change for fairness shares of Dish TV till the date the brand new fairness shares of Dish TV are admitted for itemizing and buying and selling in India, at the moment anticipated to be on or about April 10, 2018. As well as, Videocon d2h ADS holders electing to cancel their ADSs and obtain fairness shares of Dish TV will be unable to commerce the brand new fairness shares of Dish TV that they may obtain till the date the brand new fairness shares of Dish TV are admitted for itemizing and buying and selling in India.

The anticipated key dates and course of to be adopted by Videocon d2h ADS holders who want to obtain fairness shares of Dish TV in lieu of GDRs, anticipated key dates and course of in relation to the default possibility the place Videocon d2h ADS holders will obtain Dish TV GDRs, in addition to sure costs in respect of the brand new Dish TV GDR program are set out under. The dates set out under are topic to vary. All modifications, together with modifications in dates shall be periodically up to date at http://ir.videocond2h.com/. ADS holders are suggested to periodically go to this web site for any updates on this regard.

As well as, Videocon d2h ADS holders are directed to the discover furnished with the SEC on Type 6-Okay dated March 14, 2018 for additional data relating to the necessary change course of.

   
                                                       
                                 Possibility 1: Default      Possibility 2: Cancellation        
                                            Possibility                      Possibility

       Key dates or GDR/ADS For receipt of Dish TV      For receipt of Dish TV
                data    GDR to be listed on   India Fairness Shares to be
                             London Inventory Trade      listed on Indian Inventory
                                                                     Exchanges
       Timelines & Course of                                                   
            Trade ratio   1 ADS = roughly       1 ADS = roughly
                           8.07331699 Dish TV GDRs   8.07331699 Dish TV shares

             Final date for         Default possibility; Depository to be instructed
     number of possibility &                          to cancel the ADS by March
           motion required                           20, 2018 (i.e. no less than 1
                                                     enterprise day previous to the
                               No motion required       ADS file date under)

            Document date          Date to find out    Date by which ADS holder
                                   holders of ADSs     has to turn out to be an fairness
                               entitled to obtain     shareholder of Videocon
                                             GDRs:     d2h, to obtain the brand new
                                                               Dish TV shares:
                         On or about April 4, 2018 On or earlier than March 21, 2018

       Buying and selling in Videocon    On or about April 4, Date of cancellation of the
        d2h ADSs on Nasdaq    2018, after shut of           ADS by the holder
                  halts on                enterprise
          
      Date of graduation Graduation of buying and selling Graduation of buying and selling of
                of buying and selling  of recent Dish TV GDRs on      new Dish TV shares on
                                  the London Inventory    Indian Inventory Exchanges:
                                         Trade:      
                                                      

                        On or about April 6, 2018  On or about April 10, 2018
       Prices
          ADS cancellation
                   costs                 Waived            USD 0.05 per ADS

                                                       
      GDR issuance costs                 Waived              Not relevant
      GDR annual servicing
                       price  As much as USD 0.01 per GDR             Not relevant
      GDR cancellation price
           (for subsequent
            cancellations)  As much as USD 0.05 per GDR             Not relevant

This communication doesn’t represent a proposal of any securities on the market or subscription or a solicitation of a proposal to buy or subscribe to any securities in any jurisdiction. The fairness shares of Dish TV and Dish TV GDRs issued pursuant to the Scheme is not going to be registered underneath the U.S. Securities Act of 1933, as amended (the “Securities Act”), or underneath any related securities legal guidelines of any state or different jurisdiction of the USA. Such securities shall be issued in reliance upon the exemption from the registration necessities of the Securities Act supplied by part 3(a)(10) thereof. No public providing of such securities shall be made in the USA. Such transaction has not been and won’t be authorized or disapproved by the U.S. Securities and Trade Fee (the “SEC”), nor will the SEC or any U.S. state securities fee go upon the deserves or equity of the transaction nor upon the adequacy or accuracy of the data contained in any doc in reference to the Scheme. Any illustration on the contrary is a prison offence in the USA.

About Videocon d2h  

Videocon d2h is India’s quick rising DTH service supplier, which gives over 650 channels & companies, which incorporates 62 Asli “HD” channels & companies. Videocon d2h not too long ago launched the HD Sensible Join Set Prime Field (Linked Set Prime Field), which converts an present regular TV right into a Sensible TV. The Linked Set Prime Field permits one to browse content material from Fb, Twitter, Each day Movement, video on demand websites, information websites, climate websites, and so on. by purposes residing on the Set Prime Field. Powered by the MPEG-4 and DVB-S2 expertise, Videocon d2h gives companies reminiscent of 12 PIP Mosaic, d2h Cinema & Lively Music. It gives Excessive Definition channels in 1080p, HDD Sound and 16:9 side ratios. Videocon d2h has over 300 personal service centres unfold throughout 7,500 high cities in India.

Ahead-looking statements 

This announcement might comprise forward-looking statements, as outlined within the protected harbor provisions of the US Personal Securities Litigation Reform Act of 1995. Along with statements that are forward-looking by motive of context, the phrases “might”, “will”, “ought to”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “proceed” and related expressions determine forward-looking statements. We warning you that reliance on any forward-looking assertion includes dangers and uncertainties which may trigger precise outcomes to vary materially from these expressed or implied by such statements. These and different components are extra absolutely mentioned in Videocon d2h’s annual report on Type 20-F filed with the SEC and accessible at http://www.sec.gov . All data supplied on this announcement is as of the date hereof, except the context in any other case requires. Apart from as required by regulation, Videocon d2h doesn’t undertake to replace any forward-looking statements or different data on this announcement.

SOURCE Videocon d2h



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