MUMBAI: Zee Telefilms Ltd. (ZTL) today said its shareholders will get 23 shares of ASC Enterprises Ltd (ASCE) for every 10 shares held.

The ZTL board has also approved a demerger scheme for spinning off its direct consumer business into ASCE, a company promoted by Subhash Chandra's Essel Group for direct-to-home (DTH) business. Siticable (without its cable business) and its wholly owned subsidiary New Era Entertainment Network Ltd. (NEENL) will merge with ASCE, integrating all DishTV operations under this company.

In the first stage, Siticable will, thus, hive off its cable TV business into Wire and Wireless India Ltd (WWIL). The residual Siticable and NEENL, which handles marketing and distribution of the DTH business, will then merge with ASCE.

The paid-up equity capital of ASCE will increase to Rs 1.66 billion after merger, up from the current base of around Rs 411 million. The company plans to bring back the capital base to the pre-merger level by cancelling three of every four shares held in ASCE. "As a result of the merger, ASCE's capital base will get bloated. We want to compress the base," said Essel Group CEO, corporate strategy and finance. Rajiv Garg.

The share exchange ratio is based on the recommendation of independent valuers M/s Deloitte Haskin & Sells.
ZTL shareholders will receive shares on a proportionate basis in ASCE as consideration. As per the independent valuation, ZTL shareholders will get 230 shares of ASCE of Re 1 each for every 100 shares in ZTL. This would result in a 57 per cent shareholding in ASCE for the shareholders of ZTL," the company said in a release. The appointed date for the Scheme of Arrangement will be with retrospective effect from 1 April.

The scheme of arrangement will require approval of the Stock Exchange, shareholders and creditors of Zee and from Bombay High Court. ASCEL will be listed on all stock exchanges where ZTL is listed, the release added

Commenting on the board's decision to hive off Zee's direct consumer business, ZTL chairman Subhash Chandra said, "All Dish TV operations would now be under a single corporate entity, bringing strategic clarity to this high growth business. This shall complete the restructuring agenda we had set for ourselves to create four focused, pure play, listed companies ready to exploit the vast emerging opportunities in each line of business. Subject to necessary approvals, this would result in streamlined operations in each area to build long-term shareholder value. It would also clear the ground for acquisitions and strategic or financial partners in the de-merged businesses, apart from unlocking shareholder value."

Zee has sent an application to the Stock Exchange on the restructuring plans for the news, content and cable business. "An application will soon be made to the High Court," the release said.