DQ Entertainment PLC Further re bonds & proposed issue of warrants (5516N)
01 Février 2016 - 8:00AM
UK Regulatory
TIDMDQE
RNS Number : 5516N
DQ Entertainment PLC
01 February 2016
1 February 2016
DQ Entertainment plc ("DQE" or the "Company")
Further re senior secured convertible bonds and proposed issue
of warrants
The Board of DQE announces that further to the announcement on
11 January 2016 regarding the Bonds and Standstill Agreement, both
as defined and detailed therein (the "Announcement"), the Company's
subsidiaries, DQ Entertainment (Mauritius) Limited ("DQE
Mauritius") and DQ Entertainment (Ireland) Limited ("DQE Ireland")
have, on 29 January 2016, entered into a further agreement with OL
Master (Singapore) Pte. Limited (the "Bondholder") in respect of
the Standstill Agreement (the "Amendment Letter").
Under the Amendment Letter, it was agreed that the date set in
the Standstill Agreement for the issuance of the Warrants, as
defined and detailed in the Announcement, is extended from 31
December 2015 to 29 January 2016. Accordingly, on 29 January 2016,
the Company issued the Warrants to the Bondholder, giving it the
right to subscribe for 16,878,914 ordinary shares in the Company
(subject to being proportionally increased or decreased on any
reorganisation of the Company's share capital) at 5.375p per
share.
The Warrants can only be exercised if within three years of
their issue:
1. the Advised Change of Control Event (as defined in the
Announcement) has occurred and remains continuing at the time the
Warrants are exercised; or
2. at any time when an event of default (under the terms of the
senior secured convertible bonds issued by DQE Mauritius and DQE
Ireland) has occurred and remains continuing at the time of
exercise.
The Company continues to discuss the Advised Change of Control
Event with the Bondholder in good faith to resolve if any such
potential breach of the Bond Instruments (as defined in the
Announcement) has occurred. Consequently, the Warrants will only be
exercisable if the Advised Change of Control Event has occurred and
remains continuing at the time of such exercise or where another
event of default occurs as per 2. above. Further announcements on
this matter will be made in due course. However, under the
Amendment Letter, the Bondholder has agreed that following the
issue of the Warrants, it will not take any enforcement action
(other than exercising the Warrants) in relation to any facts,
circumstances or matters giving rise to the Advised Change of
Control Event occurring up to, and including, 29 January 2016. This
amends and replaces the agreement in the Standstill Agreement for
the Bondholder not to take any enforcement action in relation to
the Advised Change of Control Event for three months from the date
of the Standstill Agreement.
The Warrants may be exercised in whole or in part and are freely
transferable.
The Warrants represent approximately 29.99 per cent. of the
current issued ordinary share capital of the Company.
Non-Payment Event
As announced on 11 January 2016, under the Standstill Agreement,
the Bondholder has also agreed that it would not take any
enforcement action in relation to the Non-Payment Event (as defined
in the Announcement) and the failure to maintain the required
balance within the Blocked Account (as defined in the
Announcement), provided that the Warrants are issued and a sum
equal to the interest payment from the Non-Payment Event is paid
into the Blocked Account by no later than 29 January 2016. The
Company reimbursed the Blocked Account on 29 January 2016
accordingly and therefore, together with the issue of the Warrants,
has remedied this event of default.
Enquiries:
DQ Entertainment plc Tel: +91 40 235
Tapaas Chakravarti - Chairman 53726
and CEO
Rashida Adenwala - Director Finance
& Investor Relations
Allenby Capital Limited Tel: +44 (0)20
Jeremy Porter / Alex Brearley 3328 5656
Buchanan Tel: +44 (0)20
Mark Edwards/Robbie Ceiriog-Hughes 7466 5000
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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