As filed with the Securities and Exchange Commission on March 30, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Videocon d2h Limited
(Exact name of registrant as specified in its charter)
| Republic of India | 4841 | Not applicable |
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| incorporation or organization) | Classification Code Number) | Identification Number) |
1st Floor, Techweb Centre
New Link Road
Oshiwara Jogeshwari (West)
Mumbai 400 102 Maharashtra, India
(+91 22) 4255 5000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, NY 10017
Tel: (212) 750-6474
Fax: (212) 750-1361
With copies to:
| Saurabh Pradipkumar Dhoot | James A. Graf | Ashok K. Lalwani, Esq. | Joel L. Rubinstein, Esq. |
| Executive Director | Chief Financial Officer | Thomas J. Rice, Esq. | Jonathan P. Rochwarger, Esq. |
| 1st Floor, Techweb Centre | Silver Eagle Acquisition Corp. | Baker & McKenzie. Wong & Leow | Elliott M. Smith, Esq. |
| New Link Road | 1450 2nd Street, Suite 247 | 8 Marina Boulevard #05-01 Marina | McDermott Will & Emery LLP |
| Oshiwara Jogeshwari (West) | Santa Monica, CA 90401 | Bay Financial Centre Tower 1 | 340 Madison Avenue |
| Mumbai 400 102 | Tel: (310) 209-7280 | Singapore 018981 | New York, NY 10173-1922 |
| Maharashtra, India | Tel: (+65) 6338 1888 | Tel: (212) 547-5400 | |
| (+91 22) 4255 5000 | Fax: (+65) 6337 5100 | Fax: (212) 547-5444 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and on completion of the business combination described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒File No. 333-201870
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||||
| Amount to be | Offering Price | Aggregate Offering | Registration | |||||||||||||
| Title of Each Class of Securities to be Registered(1) | Registered(2) | per ADS | Price(3) | Fee(4) | ||||||||||||
| Equity shares, face value Rs.10 per share | 56,159,600 | $ | 10.00 | $ | 36,249,000 | $ | 4,212.14 | |||||||||
| (1) | All of the registrant’s equity shares being offered hereby will be represented by American Depositary Shares of the registrant (‘‘Videocon d2h ADSs’’) and each will be evidenced by American Depositary Receipts. Each Videocon d2h ADS will represent 4 equity shares, face value Rs.10 per share, of the registrant (each a ‘‘Videocon d2h share’’). The Videocon d2h ADSs will be issuable upon deposit of Videocon d2h shares and will each be registered under a registration statement on Form F-6. |
| (2) | The 56,159,600 Videocon d2h shares being registered in this Registration Statement are in addition to the 94,840,000 Videocon d2h shares registered pursuant to the registrant's Registration Statement on Form F-4 (File No. 333-201870) (as amended, the "Initial Registration Statement"). The 150,999,600 Videocon d2h shares registered pursuant to this Registration Statement and the registrant's Initial Registration Statement are to be issued to the holders of Silver Eagle Acquisition Corp. common stock under the Contribution Agreement, dated December 31, 2014, as amended on February 3, 2015, between the registrant and Silver Eagle Acquisition Corp. (the "Contribution Agreement"). |
| (3) | Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (f) of the Securities Act of 1933, as amended (the "Securities Act"), based upon the maximum aggregate amount of cash that the registrant will receive under the Contribution Agreement. The maximum aggregate offering price of $36,249,000 of the securities registered pursuant to this Registration Statement represents the difference between the actual cash proceeds to be received by the registrant under the Contribution Agreement of $273,349,000 and the aggregate cash proceeds to be received by the registrant of $237,100,000 that were estimated for the purposes of calculating the filing fee for the Initial Registration Statement. |
| (4) | In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the Initial Registration Statement is hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $237,100,000 pursuant to the Initial Registration Statement for which a filing fee of $27,551.02 was previously paid. |
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction H to Form F-4 promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, opinions of Amarchand & Mangaldas & Suresh A. Shroff & Co. regarding the validity of the securities being registered and India tax matters and the consents of Rothstein Kass, Khandelwal Jain & Co., Media Partner Asia Limited, KPMG LLP and Amarchand & Mangaldas & Suresh A. Shroff & Co. This Registration Statement relates to our Registration Statement on Form F-4 (File No. 333-201870), as amended, including the exhibits and powers of attorney thereto (the “Initial Registration Statement”), declared effective by the Securities and Exchange Commission on March 20, 2015. We are filing this Registration Statement for the sole purpose of registering an additional 56,159,600 equity shares that may be issued pursuant to the Contribution Agreement. Pursuant to Rule 462(b), the contents of the Initial Registration Statement are incorporated by reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mumbai, on March 30, 2015.
| VIDEOCON D2H LIMITED | ||
| By: | /s/ Saurabh Pradipkumar Dhoot | |
| Name: | Saurabh Pradipkumar Dhoot | |
| Title: | Executive Director | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signatures | Title | Date | ||
| /s/ Saurabh Pradipkumar | Executive Director | March 30, 2015 | ||
| Saurabh Pradipkumar Dhoot | (Principal Executive Officer) | |||
| /s/ Avanti Kumar Kathaliya | Chief Financial Officer | March 30, 2015 | ||
| Avanti Kumar Kathaliya | (Principal Financial and Accounting Officer) | |||
| * | Director | March 30, 2015 | ||
| Shivratan Jeetmal Taparia | ||||
| * | Director | March 30, 2015 | ||
| Pradeep Ramwilas Rathi | ||||
| * | Director | March 30, 2015 | ||
| Nabankur Gupta | ||||
| * | Director | March 30, 2015 | ||
| Karunchandra Srivastava |
| *By: /s/ Saurabh Pradipkumar Dhoot | ||||
| Saurabh Pradipkumar Dhoot | ||||
| Attorney-in-fact |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for Videocon d2h Limited, has signed this Registration Statement and any amendment thereto in the City of New York, State of New York, on March 30, 2015.
| /s/ Donald J. Puglisi | ||
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the Initial Registration Statement (File No. 333-201870), as amended, are incorporated by reference into, and shall be deemed part of, this Registration Statement. In addition, the following exhibits are filed herewith:
| Exhibit | ||
| No. | Description | |
| 5.1 | Opinion of Amarchand & Mangaldas & Suresh A. Shroff & Co. regarding the validity of the equity shares to be represented by American Depositary Shares | |
| 8.1 | Tax opinion of Amarchand & Mangaldas & Suresh A. Shroff & Co. | |
| 23.1 | Consent of Rothstein Kass (Silver Eagle Acquisition Corp.) | |
| 23.2 | Consent of of Khandelwal Jain & Co. (Registrant) | |
| 23.3 | Consent of Media Partner Asia Limited | |
| 23.4 | Consent of KPMG LLC (Silver Eagle Acquisition Corp.) | |
| 23.5 | Consent of Amarchand & Mangaldas & Suresh A. Shroff & Co. (included in Exhibits 5.1 and 8.1) | |
| 24.1 | Powers of Attorney incorporated by reference to Exhibit 24.1 to the Initial Registration Statement (File No. 333-201870) |