NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
EROS MEDIA WORLD PLC
ANNOUNCES IMPLEMENTATION OF CERTAIN PROPOSALS FOLLOWING THE
SUCCESSFUL COMPLETION OF THE CONSENT SOLICITATION IN RESPECT OF
ITS
£50,000,000 9.00 PER CENT. BONDS DUE 2026
(the "Bonds")
(ISIN: XS1112834608)
17
September 2024
Eros Media World PLC (incorporated
as a limited company and registered in the Isle of Man under the
Companies Act 2006 (Isle of Man) with company number 007466V) (the
"Company") hereby announces that, following the
passing of the Extraordinary Resolution at a Meeting of Bondholders
convened by the Company and held on 10 September 2024, the Company,
Truva Trust Corporation Plc (the "Trustee") and
the other parties thereto have today entered into the Fifth
Supplemental Trust Deed, the Fourth Supplemental Agency Agreement,
the Supplemental Security Deed and the Deed of Removal and
Appointment referred to in the Consent Solicitation
Memorandum.
The
Proposals and the Cash Consideration
As further described in the Consent
Solicitation Memorandum, the primary purpose of the Proposals is to
enable the mandatory redemption by the Company of all of the
outstanding Bonds on the Mandatory Redemption Date in consideration
for the Cash Consideration.
The Company intends to give notice
of the mandatory redemption of the Bonds (the "Notice of
Redemption") by no later than 31 December 2024. The
Notice of Redemption will specify the Mandatory Redemption Date,
being the date on which the Bonds will be redeemed and the Upfront
Cash Consideration (together with the Consent Fee, to eligible
Bondholders) will be paid.
The Notice of Redemption will also
specify the record date (the "Record Date")
which will be used to determine entitlement to the Cash
Consideration, which is expected to be the business day in London
falling 1 day prior to the Mandatory Redemption Date. In order to
receive the Cash Consideration a Bondholder must hold its Bonds on
the Record Date. Any purchaser of Bonds after the Record Date will not receive
the Cash Consideration.
The Trustee will maintain a register
of Bondholders on the Record Date (each such Bondholder, a
"Recorded
Bondholder"), based on information provided by the
Clearing Systems. Payment of the Delayed Cash Consideration on the
Delayed Cash Consideration Payment Date will only be made to
Recorded Bondholders through the Clearing Systems. A Recorded
Bondholder may request from the Trustee at
directors@truvacorp.com
a non-transferable receipt (a "Receipt") to
evidence its entitlement to the Delayed Cash Consideration, subject
to payment of such fee as the Trustee may charge from time to
time.
The Delayed Cash Consideration will
be paid to Recorded Bondholders through the Clearing Systems as
soon as reasonably practicable from the net proceeds resulting from
the sale of the Reserve Shares. The Trustee shall specify on its
website (www.truvacorp.com)
details of when the Delayed Cash Consideration will be paid (the
"Delayed Cash
Consideration Payment Date").
Disclaimer
No person is authorised in
connection with the Consent Solicitation to give any information or
to make any representation not contained in the Consent
Solicitation Memorandum, and any such information or representation
must not be relied on as having been authorised by or on behalf of
the Company, the Trustee, the Tabulation and Information Agent or
the Principal Paying Agent or any of their respective affiliates.
None of the Tabulation and Information Agent, the Trustee or the
Principal Paying Agent or their respective affiliates has
separately verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is
made and no responsibility nor liability is accepted by the
Trustee, the Tabulation and Information Agent or the Principal
Paying Agent or any of their respective affiliates as to the
accuracy or completeness of the information contained in the
Consent Solicitation Memorandum or any other information provided
by it in connection with the Consent Solicitation.
None of the Trustee, the Tabulation
and Information Agent or the Principal Paying Agent or any of their
respective directors, employees and affiliates assume any
responsibility for the accuracy or completeness of the information
concerning the Consent Solicitation, the Extraordinary Resolution,
the Company or any of its affiliates or the Bonds in the Consent
Solicitation Memorandum or for any failure by any of them to
disclose events that may have occurred and may affect the
significance or accuracy of such information.
None of the Company, the Trustee,
the Tabulation and Information Agent, the Principal Paying Agent or
any director, officer, employee, agent or affiliate of any such
persons are acting for any Bondholder, or will be responsible to
any Bondholder for providing any protections which would be
afforded to its clients or for providing advice in relation to the
Consent Solicitation or the Extraordinary Resolution, and
accordingly none of the Trustee, the Tabulation and Information
Agent, the Principal Paying Agent or any director, officer,
employee, agent or affiliate of any such persons, make any
representation whatsoever regarding the Consent
Solicitation.
The distribution of the Consent
Solicitation Memorandum and this announcement in certain
jurisdictions may be restricted by law. Persons into whose
possession the Consent Solicitation Memorandum or this announcement
comes must inform themselves about and observe any such
restrictions.