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DTH News : Videocon d2h to delist from Nasdaq on 3 Jan after amalgamation with Dish TV
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MUMBAI: Direct to home (DTH) operator Videocon d2h will voluntarily delist its American Depositary Shares (ADS) from the Nasdaq Global Market and to deregister with the U.S. Securities and Exchange Commission (SEC) in connection with its amalgamation with Dish TV India.

The delisting of the Videocon d2h ADSs from Nasdaq is expected to take effect on or about 3 January, 2018, after close of business.

The merger deal between the two DTH operators has concluded with the ministry of information and broadcasting (MIB) giving its approval on 15 December.

The combination will have scale similar to leading global cable and satellite players in terms of subscribers. Dish TV Videocon (Dish TV Videocon) would serve more than 29 million subscribers in India as per its combined share on 30 September.

As a result, Videocon d2h anticipates that a Form 25 will be filed by Nasdaq with the SEC on or about 4 January, 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 is anticipated to become effective on or about 27 December 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 will be subsequently renamed Dish TV Videocon. Videocon d2h ADS holders will receive new Global Depositary Receipts (GDR), 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 22 December, 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 11 November, 2016 and was approved by Videocon d2h shareholders on 8 May, 2017.

Application has been made for the GDRs to be admitted to trading on the Professional Securities Market of the London Stock Exchange.

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 4 January, 2018 at which time the outstanding Videocon d2h ADSs will be exchanged for new Dish TV GDRs.

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 24 January, 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.

Source:
___________________________________________
Airtel Digital HD Recorder / Kerala Vision Digital TV
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