BENGALURU: Dish TV India Limited (Dish TV), as successor to Videocon d2h, announced a revised timetable for the anticipated delisting of Videocon d2h American depositary shares (ADSs) from the Nasdaq Global Market (Nasdaq). The timing of the global depositary shares (GDS) effective date (as defined below) has been revised and will no longer occur on 5 April 2018.
A Dish TV filing says that it is intended that the Videocon d2h ADSs will be voluntarily delisted from Nasdaq following the close of trading on 11 April 2018. As such, the last day of trading of Videocon d2h ADSs on Nasdaq is expected to be on 11 April 2018 and the delisting of the Videocon d2h ADSs from Nasdaq is expected to take effect on 12 April 2018. As soon as practicable following the effectiveness of the delisting from Nasdaq, Dish TV will file a Form 15F with the SEC to deregister with the US Securities and Exchange Commission and terminate its reporting obligations under the SEC Act of 1934. It is currently anticipated that, subject to approval by the UK Listing Authority, the new Dish TV GDRs issued in exchange for the Videocon d2h ADSs will be admitted to trading on the Professional Securities Market of the London Stock Exchange plc on or about 13 April 2018.
As per the second updated mandatory Exchange notice, effective as of 12 April 2018 (the GDS Effective Date):
(i) all outstanding equity shares of Videocon d2h as of the scheme effective date, including equity shares underlying Videocon d2h ADSs, will be mandatorily exchanged for new equity shares of Dish TV. In such mandatory exchange, 857,785,766 new equity shares of Dish TV will be issued in exchange for the outstanding equity shares of Videocon d2h as of the scheme effective date. The number of outstanding equity shares of Videocon d2h as of the scheme effective date was 424,997,937. Accordingly, the share exchange ratio will be 857,785,766 divided by 424,997,937 (the share exchange ratio), which is approximately 2.01832925 new equity shares of Dish TV for every 1 equity share of Videocon d2h (rounded to eight decimal places);
(ii) holders of Videocon d2h ADSs will be entitled to receive on a mandatory basis such number of new Dish TV GDS that equals the share exchange ratio multiplied by four, which is approximately 8.07331699 new Dish TV GDSs for every 1 Videocon d2h ADS (rounded to eight decimal places).
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