MUMBAI, India, January 11, 2018 /PRNewswire/ --
This is in connection with the proposed amalgamation of Videocon
d2h Limited (NASDAQ: VDTH) ("Videocon d2h" or the "Company") with
Dish TV India Limited ("Dish TV") pursuant to a scheme of
arrangement (the "Scheme"). Videocon d2h previously announced on
December 26, 2017 and January 4, 2018 that the anticipated effective
date for the Scheme is no longer anticipated to be completed by
December 27, 2017 and the revised
timelines shall be communicated in due course.
In continuation to the same, the Company hereby announces
that one of the banks, namely State Bank of India, has initiated proceedings under the
Insolvency and Bankruptcy Code (the "Proceedings") against two
companies of the Videocon Group, namely, Videocon Industries
Limited ("VIL") and Videocon Telecommunications Limited ("VTL").
Neither VIL nor VTL are promoters or shareholders of the
Company.
Dish TV has taken a view to fully study the relevance and impact
of the Proceedings on this transaction and, accordingly, on
11th January 2018,
notified the same to stock exchanges in India.
The Company, for abundant caution, would like to further clarify
that:
1. The Proceedings are initiated only against VIL and
VTL.
2. Videocon d2h has not provided any guarantees with
regards to any loans subject matter of the Proceedings.
3. The promoters of the Company have intimated to the
Company that they have provided a very small number of their
respective shares in the Company as an additional collateral to the
loans subject matter of the Proceedings.
4. Mr. Saurabh Dhoot, the
Executive Chairman of Videocon d2h, is neither an employee of VIL
or VTL nor a guarantor to any of the loans which are subject matter
of the Proceedings.
Based on this development, the Company is unable to notify the
effective date of the Scheme until a final view is taken jointly by
Videocon d2h Limited and Dish TV.
The Company shall update the development as soon as
possible.
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