Zee Telefilms to demerge Direct Consumer Services Business

Mumbai, Apr 27 (UNI) Zee Telefilms Ltds board at its meeting today considered and approved the de-merger of the Direct Consumer Services Business Undertaking (including the business carried out through subsidiaries) of the company into ASC Enterprises Ltd.

Subsequently follows merger of the companys subsidiaries Siti Cable Network Ltd (Siti Cable and New Era Entertainment Network Ltd (NEENL) into ASC, the company said.

The share swap ratio envisaged under the demerger Scheme is that ASC shall allot 23 fully paid up equity share of Re 1 each, for every 10 equity shares of Re 1 each held in the company.

The share exchange ratio has been determined based on the recommendation of independent valuers Deloitte Haskin&Sells.

There will, however, not be any issue of shares, consequent to the merger of Siti Cable and NEENL into ASC as pursuant to the demerger of the Direct Consumer Services Business Undertaking of the company into ASC, both Siti Cable and NEENL would become the wholly owned subsidiaries of ASC, the company said.

With the scheme becoming effective, the fully paid-up equity share capital of ASC after giving effect to the entitlement of shares shall be reduced across the board as follows: the reduction shall be effected by canceling 3 (Three) equity shares of Re 1 each fully paid-up for every 4 (Four) equity shares of Re 1 each fully paid-up held in ASC.

The appointed date for the scheme of arrangement will be April 01, 2006.

The company said that the scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders and creditors of the companies, the High Court of Judicature at Bombay and Delhi, the permission or approval of any other statutory or regulatory authorities, which by law may be necessary for the implementation of the scheme.

UNI SN PP AG1810