TIDMERO1
RNS Number : 8482U
Eros Media World PLC
30 March 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED (THE "UK MARKET ABUSE
REGULATION").
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
(formerly, EROS STX GLOBAL CORPORATION)
ANNOUNCES SUCCESSFUL COMPLETION OF THE CONSENT SOLICITATION IN
RESPECT OF ITS
GBP50,000,000 9.00 PER CENT. UNSECURED BONDS DUE 2026
(the "Bonds")
(ISIN: XS1112834608)
30 March 2023
Eros Media World PLC (formerly, Eros STX Global Corporation)
(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 the results of the
Consent Solicitation (as defined below) in respect of the Bonds on
the terms set out in the repurchase and consent solicitation
memorandum dated 8 March 2023 (the " Repurchase and Consent
Solicitation Memorandum ") prepared by the Company.
Capitalised terms used but not defined herein shall have the
same meanings as in the Repurchase and Consent Solicitation
Memorandum.
Results of the Meeting of Bondholders
The Company hereby announces that the Meeting of Bondholders
convened by the Company by the delivery of a notice to Bondholders
on 8 March 2023 was held earlier today and that the Extraordinary
Resolution was duly passed at the Meeting. Accordingly, the Company
and the other parties thereto have executed the Third Supplemental
Trust Deed and the Second Supplemental Agency Agreement referred to
in the Repurchase and Consent Solicitation Memorandum and,
consequently, the Proposals referred to in the Repurchase and
Consent Solicitation Memorandum have now been implemented (save as
referred to below under "Appointment of new Trustee" and "Accession
by Eros Worldwide FZE to the Trust Deed as Subsidiary
Guarantor").
Repurchase of Bonds
The aggregate nominal amount of Bonds offered for repurchase
pursuant to the Repurchase exceeded the Repurchase Cap. The Company
is in the process of negotiating an agreement with certain
creditors of the Company and its subsidiaries in connection with
the Bank of India Facility and certain other debt facilities, the
outcome of which will be a factor in determining the aggregate
nominal amount of Bonds to be repurchased (the " Repurchase Total
"). Accordingly, the Company is not yet in a position to confirm
the Repurchase Total but will make a further announcement of the
Repurchase Total by no later than 12 April 2023. As the aggregate
nominal amount of Bonds offered for repurchase exceeded the
Repurchase Cap, once the Repurchase Total has been announced those
Bonds which were offered for repurchase will be scaled in the
manner described in the Repurchase and Consent Solicitation
Memorandum.
This does not affect the date on which payment will be made for
the Bonds which are accepted for repurchase (which, as set out in
the Repurchase and Consent Solicitation Memorandum is expected to
be no later than 21 April 2023), the payment to all Bondholders
(including any Bondholders whose Bonds are accepted for repurchase
in the Repurchase) of the interest payable for the interest period
ending 15 April 2023 on 17 April 2023 (15 April 2023 being a
Saturday) or any other terms of the Repurchase and Consent
Solicitation.
Payment of Consent Fee
As the Extraordinary Resolution has been passed and the
Proposals have now been implemented (save as referred to below
under "Appointment of new Trustee" and "Accession by Eros Worldwide
FZE to the Trust Deed as Subsidiary Guarantor"), the Consent Fee is
payable to those Bondholders who submitted (and did not revoke)
either (i) valid Repurchase Instructions, or (ii) valid Voting
Instructions (voting for the Extraordinary Resolution), in each
case which were received by the Tender, Tabulation and Information
Agent on or before the Final Deadline.
Bondholders who voted against the Extraordinary Resolution, or
abstained from voting on the Extraordinary Resolution, or failed to
submit Repurchase Instructions or Voting Instructions, or who
submitted but then validly revoked Repurchase Instructions or
Voting Instructions, are not eligible to receive the Consent
Fee.
The Payment Date in respect of the Consent Fee payable to those
holders eligible to receive such Consent Fee will be no later than
30 calendar days after the date on which the Proposals were
approved (this being the date of the Meeting held on 30 March
2023).
Appointment of new Trustee
M&G Trustee Company Limited (a company incorporated under
the laws of England and Wales with company number 01863305, whose
registered office is at 10 Fenchurch Avenue, London, EC3M 5AG) is
to be appointed as replacement Trustee in respect of the Bonds to
replace the existing Trustee, U.S. Bank Trustees Limited.
Accordingly, the Company, U.S. Bank Trustees Limited (as existing
Trustee) and M&G Trustee Company Limited (as replacement
Trustee) will execute a deed of removal and appointment, a fourth
supplemental trust deed and a third supplemental agency agreement
on or around 3 April 2023 (the " Execution Date ") in order to
implement the replacement of U.S. Bank Trustees Limited as Trustee
and the appointment of M&G Trustee Company Limited as the
replacement Trustee in respect of the Bonds.
Accession by Eros Worldwide FZE to the Trust Deed as Subsidiary
Guarantor
Eros Worldwide FZE will also execute the fourth supplemental
trust deed and third supplemental agency agreement on the Execution
Date in order to accede to the Trust Deed as a Subsidiary
Guarantor.
Undertaking to create Security
The Company is working with its advisers to procure the creation
of the Security over the Secured Assets by the Security Deadline
(30 June 2023), as referred to in the Repurchase and Consent
Solicitation Memorandum. It is now expected that the Secured Assets
will be held either by Eros Worldwide FZE or by another subsidiary.
A further announcement will be made once the Security has been
implemented.
Disclaimer
No person is authorised in connection with the Repurchase or the
Consent Solicitation to give any information or to make any
representation not contained in the Repurchase and 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 Tender, Tabulation and Information
Agent or the Principal Paying Agent or any of their respective
affiliates. None of the Tender, 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 Tender, 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 Repurchase and Consent Solicitation Memorandum or
any other information provided by it in connection with the
Repurchase and/or the Consent Solicitation.
None of the Trustee, the Tender, 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
Repurchase, the Consent Solicitation, the Extraordinary Resolution,
the Company or any of its affiliates or the Bonds in the Repurchase
and 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 and the terms of any
amendment to the Repurchase and/or the Consent Solicitation.
None of the Company, the Trustee, the Tender, 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 Repurchase, the
Consent Solicitation or the Extraordinary Resolution, and
accordingly none of the Trustee, the Tender, 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 Repurchase or the Consent
Solicitation.
The distribution of the Repurchase and Consent Solicitation
Memorandum and this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession the Repurchase and
Consent Solicitation Memorandum or this announcement comes must
inform themselves about and observe any such restrictions.
Questions and requests for assistance in connection with the
Consent Solicitation may be directed to the Company:
Eros Media World PLC
First Names House
Victoria Road
Douglas IM2 4DF
Isle of Man
Attention: Investor Relations Team
Email: Investors@ErosIntl.com
This announcement is released by Eros Media World PLC and
contains inside information for the purposes of Article 7 of the UK
Market Abuse Regulation, encompassing information relating to the
Repurchase and the Consent Solicitation described above. For the
purposes of the UK Market Abuse Regulation, this announcement is
made by the Investor Relations team at Eros Media World PLC.
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END
MSCNKKBDOBKDANN
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March 30, 2023 13:19 ET (17:19 GMT)
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