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Update on the Effective Date for the Scheme of Amalgamation With Dish TV India Limited

Update on the Effective Date for the Scheme of Amalgamation With Dish TV India Limited

PR Newswire

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

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