• Abstract and Figures
• Public Full-text

DISH TV INDIA LIMITED A limited company organised under the laws of India (the “Company”, and together with its subsidiaries, the “Group”) Admission of up to 277,095,615 Global Depositary Receipts (each representing one Share) (“GDRs”) to the Professional Securities Market This document comprises listing particulars (these “Listing Particulars”) issued in compliance with the listing rules of the Financial Services and Markets Act 2000 (the “FSMA”) by the UK Listing Authority (the “UKLA”) and provides information in relation to the Admission on the Professional Securities Market (“PSM”) of the London Stock Exchange plc (the “Admission”) of the GDRs, each GDR representing one equity share of the Company of face value of Rs. 1 each (the “Shares”). Application has been made to the UKLA for the GDRs to be admitted to trading on the PSM. If such application is approved, it is expected that Admission will become effective and that dealings in the GDRs will commence on 13 April 2018. However, there can be no assurance that the application for the Admission will be approved. Dealings in the GDRs on the London Stock Exchange before the Admission will only be settled if the Admission takes place. All dealings in the GDRs prior to the commencement of unconditional dealings will be at the sole risk of the parties concerned. The GDRs are of a specialist nature and should normally be bought and traded by investors who are particularly knowledgeable in investment matters. Holders of GDRs (“Holders”) will have no voting rights with respect to the Deposited Shares. Deutsche Bank Trust Company Americas, acting as the depositary (the “Depositary”), will not exercise any voting rights in respect of the Deposited Shares unless it is required to do so by law. If so required, the Depositary will, at the direction of the Board of Directors of the Company, either vote as directed by the Board of Directors of the Company or give a proxy or power of attorney to vote the Deposited Shares in favor of a Director of the Company or other person or vote in same manner as those shareholders designated by the Board of Directors of the Company. A valid corporate decision of the Company will bind the Depositary and the Holders notwithstanding these restrictions on voting rights. Acquiring the GDRs involves certain risks. See “Risk Factors” beginning on page 17 of these Listing Particulars. On 11 November 2016, the boards of directors of each of Dish TV India Limited (“Dish TV”) and Videocon d2h Limited (“Videocon”) approved a scheme of arrangement for the amalgamation of Videocon into Dish TV (the “Scheme”) and the execution of definitive agreements in relation to such amalgamation (the “Amalgamation”). Pursuant to the Scheme, the Company agreed to issue Shares as consideration for the Scheme and the Videocon shareholders were allotted new Shares of the Company for every share held in Videocon. Pursuant to the Scheme, each holder of Videocon American Depositary Shares (“ADSs”) (each ADS representing four equity shares in the capital of Videocon) received approximately 8.0733 new GDRs in exchange for each one ADS held by them. These Listing Particulars have been prepared solely in respect of the Admission, and no securities are being offered for subscription or sale pursuant to these Listing Particulars. The GDRs will be issued in master form. It is expected that delivery of the GDRs will be made through the facilities of The Depository Trust Company (“DTC”) on or about 12 April 2018. The date of these Listing Particulars is 6 April 2018. 1 TABLE OF CONTENTS Page Certain Definitions ............................................................................................................................................... iii Responsibility Statement ...................................................................................................................................... iii Forward-Looking Statements ................................................................................................................................ iv Availability of these Listing Particulars ................................................................................................................. v Exchange Rate Information .................................................................................................................................... v Summary................................................................................................................................................................. 1 Risk Factors .......................................................................................................................................................... 17 Information about the Company ........................................................................................................................... 30 Dividend Policy .................................................................................................................................................... 31 Business ................................................................................................................................................................ 32 Organisational Structure ....................................................................................................................................... 41 Operating and Financial Review .......................................................................................................................... 43 Management, Board of Directors and Employees ................................................................................................ 77 Principal Shareholders .......................................................................................................................................... 92 Related Party Transactions ................................................................................................................................... 93 Information about the Underlying Shares ............................................................................................................. 94 Taxation ................................................................................................................................................................ 96 Description of the Global Depositary Receipts .................................................................................................... 99 Summary of Provisions Relating to the GDRs while in Master Form ................................................................ 116 Description of Arrangements to Safeguard the Rights of the Holders of the GDRS .......................................... 118 Information relating to the Depositary ................................................................................................................ 121 Clearance and Settlement of the GDRs .............................................................................................................. 123 Index to Financial Statements ............................................................................................................................. F-1 i THESE LISTING PARTICULARS HAVE BEEN PREPARED BY THE COMPANY SOLELY FOR THE PURPOSE OF THE ADMISSION. THESE LISTING PARTICULARS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES BY ANY PERSON IN ANY JURISDICTION. THE DELIVERY OF THESE LISTING PARTICULARS SHALL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THE GDRS. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR TRUTHFULNESS, OR DETERMINED THE ADEQUACY, OF THESE LISTING PARTICULARS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. The information contained in these Listing Particulars is accurate only as of the date of these Listing Particulars. The distribution of these Listing Particulars may be restricted by law in certain jurisdictions. No action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the GDRs or to permit the possession, issue or distribution of these Listing Particulars in any jurisdiction where action for that purpose may be required. These Listing Particulars may not be used for, or in connection with, and do not constitute an offer to, or solicitation by, anyone in any jurisdiction in which it is unlawful to make such an offer or solicitation. Persons into whose possession these Listing Particulars may come are required by the Company to inform themselves about and to observe these restrictions. The Company does not accept any responsibility for any violation by any person, whether or not such person is a holder of the GDRs, of any of these restrictions. Copies of these Listing Particulars are available for inspection at the registered office of the Company, 18th Floor, A Wing, Marathon Futurex, NM Joshi Marg, Lower Parel, Mumbai, Maharashtra – 400 013, India. These Listing Particulars will also be published on the website of the Company (www.dishtv.in). NOTICE TO INVESTORS IN THE UNITED STATES These Listing Particulars do not constitute an offer of securities for sale in the

Load more

  317

Copy Link