Eros Media World PLC Eros Media World Plc - Consent Solicitation Launch

RNS Number : 9652A

Eros Media World PLC

19 August 2024

 

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 AMENDED (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

ANNOUNCES CONSENT SOLICITATION IN RESPECT OF ITS
£50,000,000 9.00 PER CENT. BONDS DUE 2026

(the "Bonds")
(ISIN: XS1112834608)

 

19 August 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") today announces the launch of a Consent Solicitation (as defined below) in respect of the Bonds on the terms set out in the consent solicitation memorandum in respect of the Bonds (the "Consent Solicitation Memorandum") dated today's date and prepared by the Company.

Capitalised terms used but not defined herein shall have the same meanings as in the Consent Solicitation Memorandum.

Details of the Consent Solicitation

The Company has today invited holders of the Bonds to consent certain modifications (as further described in the Consent Solicitation Memorandum) to (i) the terms and conditions of the Bonds (the "Conditions"), (ii) the Trust Deed, (iii) the Agency Agreement and (iv) the Security Deed (the "Exit Consent Amendments"), the primary purpose of which is to enable the mandatory redemption by the Company all of the outstanding Bonds on the Mandatory Redemption Date in consideration for the Cash Consideration (as defined and further described below). Together with the Exit Consent Amendments, the Company is also seeking consent from Bondholders to the appointment of a new trustee to replace M&G Trustee Company Limited as Trustee in respect of the Bonds (the "Consent Solicitation", each an "Invitation" and together, the "Invitations") for approval by Extraordinary Resolution at a meeting of Bondholders (such meeting being, the "Meeting"). If the Holders of the Bonds approve the Exit Consent Amendments and they are implemented, the Company intends to give notice of mandatory redemption of the Bonds by no later than 31 December 2024. Bondholders will then be paid the Upfront Cash Consideration and (if eligible), the Consent Fee and all of the Bonds will be redeemed and all claims of the Bondholders in respect of any unpaid interest or other amounts will be lost with effect from the Mandatory Redemption Date.

This announcement does not contain details of the full terms and conditions of the Consent Solicitation, which are contained in the Consent Solicitation Memorandum. Holders of the Bonds may obtain a copy of the Consent Solicitation Memorandum from Kroll Issuer Services Limited, who is acting as Tabulation and Information Agent in connection with the Consent Solicitation and whose contact details are set out at the end of this announcement.

Holders of the Bonds are advised to carefully read the Consent Solicitation Memorandum and are reminded that the below is a summary only of the terms of the Consent Solicitation.

Details of the Bonds

Description of the Bonds	Common Code/ISIN		Current Maturity Date		Outstanding nominal amount		Cash Consideration		Consent Fee1
£50,000,000 9.00 per cent. Bonds due 2026	111283460/ XS1112834608		15 April 2026		£50,000,000		For each £100 in nominal amount of Bonds: (a) £7.00 in cash paid upon redemption of the Bonds (the "Upfront Cash Consideration"); and (b) £57.50 in cash, which is expected to be paid by 12 months after the Mandatory Redemption Date (subject to and as provided herein) (the "Delayed Cash Consideration").		£0.50 per £100 in nominal amount

¹ Bondholders who submit (and do not revoke) valid Voting Instructions (voting for the Extraordinary Resolution), in each case which are received by the Tabulation and Information Agent on or before the Final Deadline, will be eligible to receive the Consent Fee if the Extraordinary Resolution is passed and the Proposals are implemented. Bondholders who do not submit (or revoke) valid Voting Instructions, or who submit valid Voting Instructions voting against the Extraordinary Resolution, will not be eligible to receive the Consent Fee (even if the Extraordinary Resolution is passed and the Proposals are implemented).

 

The Meeting

A notice (the "Notice") convening the Meeting to be held at 10:00 a.m. (London time) on 10 September 2024 via teleconference has been given to Bondholders in accordance with the Trust Deed on the date of this announcement. At the Meeting, Bondholders will be invited to consider and, if thought fit, pass an extraordinary resolution (the "Extraordinary Resolution") to approve the Proposals as more fully described in the Notice.

The quorum required for the Meeting is two or more persons present holding or representing not less than 75 per cent. in aggregate nominal amount of the Bonds for the time being outstanding. To be passed, the Extraordinary Resolution requires a majority in favour of at least 75 per cent. of the votes cast in respect of the Extraordinary Resolution at the Meeting. If passed, the Extraordinary Resolution shall be binding on all Bondholders, whether present or not present at the Meeting and whether or not voting.

The implementation of the Extraordinary Resolution, if passed, is conditional on the Company not having previously terminated the Consent Solicitation in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum under the heading "Amendment and Termination".

Under the Trust Deed, subject to all other provisions therein, the Trustee may prescribe such further regulations regarding the holding of meetings of Bondholders and attendance and voting at them as the Trustee may in its sole discretion determine. For the purpose of the Meeting, the Trustee has prescribed certain virtual meeting guidelines and regulations.

The Meeting will be held via teleconference using a platform hosted by the chairman of the Meeting to allow attendees to participate electronically. Details for accessing the Meeting (or any adjourned Meeting) will be made available to proxies who have been duly appointed under a block voting instruction, or to holders of voting certificates issued, in accordance with the procedures set out in the Consent Solicitation Memorandum. Such proxies and holders of voting certificates will be contacted by the Tabulation and Information Agent (whose contact details are set out in the Consent Solicitation Memorandum) at least 24 hours before the Meeting in order to ensure that they are provided with the necessary information for attending and communicating their votes during the Meeting via teleconference.

Participating in the Consent Solicitation

To participate in the Consent Solicitation, a holder of the Bonds should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Voting Instruction, to be received by the Tabulation and Information Agent by the Final Deadline.

Any Bondholder may be eligible, on the terms and conditions set out in the Consent Solicitation Memorandum, to the extent permitted by applicable laws and regulations, to receive an amount of £0.50 per £100 in nominal amount of the Bonds in respect of which the relevant Bondholder submits a Voting Instruction voting for the Extraordinary Resolution in accordance with the procedure described below and in the Consent Solicitation Memorandum (the "Consent Fee").

To be eligible for the Consent Fee, such Voting Instructions must be received by the Tabulation and Information Agent from Bondholders on or before the Final Deadline. Voting Instructions must be submitted in respect of a minimum principal amount of the Bonds of no less than £100, being the minimum denomination of the Bonds.

Holders of the Bonds that do not deliver a Voting Instruction in accordance with the preceding paragraphs, but who wish to attend and vote at the Meeting in person or to be represented or otherwise to vote at the Meeting, must make the necessary arrangements in accordance with the Notice and the Meeting Provisions (as defined in the Consent Solicitation Memorandum) by the Final Deadline. Such holders will not be eligible to receive the Consent Fee.

Payment of the Consent Fee is subject to (i) the delivery of a valid Voting Instruction in respect of the Extraordinary Resolution to the Tabulation and Information Agent on or before the Final Deadline, (ii) such Voting Instruction not being revoked (in the limited circumstances in which such revocation is permitted described in "Amendment and Termination - Consent Solicitation Revocation Rights" in the Consent Solicitation Memorandum), (iii) the Extraordinary Resolution being duly passed and the Proposals implemented and (iv) the Company not having previously terminated the Consent Solicitation or the Proposals in accordance with the provisions for such termination set out in "Amendment and Termination" in the Consent Solicitation Memorandum.

Provided that the Extraordinary Resolution is passed and the Proposals are implemented the Consent Fee will be payable to eligible Bondholders. The Consent Fee will be paid on the Mandatory Redemption Date in immediately available funds delivered to the Clearing Systems for payment to the cash accounts of the relevant Bondholders in the Clearing Systems (see "Procedures for Participating in the Invitation"). The deposit of such funds with the Clearing Systems will discharge the obligation of the Company to all Bondholders in respect of the above amount represented by such funds.

Voting Instructions will be irrevocable except in the limited circumstances described in the Consent Solicitation Memorandum under the heading "Amendment and Termination".

Indicative timetable for the Proposals

Set out below are the indicative timetables applicable to the Consent Solicitation. The Principal Timetable applies where the Meeting is quorate on the date on which it is first held, and the Alternative Timetable applies where the Meeting is not quorate on the date on which it is first held and is therefore adjourned. Bondholders should note that these timetables will depend, among other things, on timely receipt (and non-revocation) of instructions, the right of the Company to extend, re-open, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum not being exercised, and the passing of the Extraordinary Resolution at either the first Meeting or (if applicable) any adjourned Meeting. Accordingly, the actual timetable may differ significantly from either of the timetables below.

Principal Timetable

The following timetable assumes that the Meeting is quorate on the date on which it is first held.

Date and time			Event
19 August 2024			Launch Date Consent Solicitation announced and Consent Solicitation Memorandum available from the Tabulation and Information Agent, subject to offer and distribution restrictions.
			Notice of Consent Solicitation published via RNS (as defined below), and by delivery of notices to the Clearing Systems.
5 September 2024 at 4.00 p.m. (London time)			Final Deadline Deadline for (i) receipt by the Tabulation and Information Agent of valid Voting Instructions voting for the Extraordinary Resolution, (ii) receipt by the Tabulation and Information Agent of valid Voting Instructions voting against the Extraordinary Resolution or (iii) Bondholders to make any other arrangements to attend or be represented at, or to vote on the Extraordinary Resolution at, the Meeting.
10 September 2024 at 10.00 a.m. (London time)			Meeting Meeting to be held via teleconference.
Expected to be as soon as reasonably practicable after the Meeting			Announcement of Results Announcement by the Company of the results of the Meeting, published via RNS.
As soon as reasonably practicable after the Meeting but in any case no later than 5 Business Days after the Meeting			Execution of the Fifth Supplemental Trust, the Fourth Supplemental Agency Agreement, the Supplemental Security Deed, the Charge over Shares and the Deed of Removal and Appointment If the Extraordinary Resolution is passed at the Meeting, subject to the conditions described in this Consent Solicitation Memorandum, execution of the Fifth Supplemental Trust Deed, the Fourth Supplemental Agency Agreement, the Supplemental Security Deed, the Charge over Shares and the Deed of Removal and Appointment. Upon execution of the Fifth Supplemental Trust Deed, the Fourth Supplemental Agency Agreement, the Supplemental Security Deed, the Charge over Shares and the Deed of Removal and Appointment, the modifications to the Conditions, the Trust Deed, the Agency Agreement and the Security Deed will become effective.
Expected to be no later than 31 December 2024 Between 5 and 70 days after Notice of Redemption.			Notice of Redemption to be given by Company (specifying the Mandatory Redemption Date. Mandatory Redemption Date - Settlement of Upfront Cash Consideration and Consent Fee Subject to the Consent Solicitation being approved and implemented, date on which payment of the Upfront Cash Consideration for the Bonds is expected to be made and date on which Bonds will be redeemed and Consent Fee paid.
Date falling 12 months after Mandatory Redemption Date			First Delayed Cash Consideration Deadline First deadline for sale of Reserve Shares. If the Reserve Shares are not sold by this date, date of appointment of Independent Broker to arrange the sale of the Reserve Shares.
Date falling 24 months after Mandatory Redemption Date			Deadline for payment of Delayed Cash Consideration Last date for payment of Delayed Cash Consideration.

 

Alternative Timetable

The following table sets out the timetable as from 10 September 2024 if the Meeting is not quorate on the date on which it is first held and, accordingly, it is adjourned.

Date and time			Event
11 September 2024			Notice of adjourned Meeting published via RNS and by delivery of notices to the Clearing Systems.
26 September 2024 at 10.00 a.m. (London time)			Adjourned Meeting Meeting to be held via teleconference.
Expected to be as soon as reasonably practicable after the Meeting			Announcement of Results Announcement by the Company of the results of the adjourned Meeting, published via RNS.
As soon as reasonably practicable after the Meeting but in any case no later than 5 Business Days after the Meeting             Expected to be no later than 31 December 2024			Execution of the Fifth Supplemental Trust Deed, the Fourth Supplemental Agency Agreement, the Supplemental Security Deed, the Charge over Shares and the Deed of Removal and Appointment If the Extraordinary Resolution is passed at the adjourned Meeting, subject to the conditions described in this Consent Solicitation Memorandum, execution of the Fifth Supplemental Trust Deed, the Fourth Supplemental Agency Agreement, the Supplemental Security Deed, the Charge over Shares and the Deed of Removal and Appointment. Upon execution of the Fifth Supplemental Trust Deed, the Fourth Supplemental Agency Agreement, the Supplemental Security Deed, the Charge over Shares and the Deed of Removal and Appointment, the modifications to the Conditions, the Trust Deed, the Agency Agreement and the Security Deed will become effective. Notice of Redemption to be given by Company (specifying the Mandatory Redemption Date
Between 5 and 70 days after Notice of Redemption			Mandatory Redemption Date - Settlement of Upfront Cash Consideration and Consent Fee Subject to the Consent Solicitation being approved and implemented, date on which payment of the Upfront Cash Consideration for the Bonds is expected to be made and date on which Bonds will be redeemed and Consent Fee paid.
Date falling 12 months after Mandatory Redemption Date			First Delayed Cash Consideration Deadline First deadline for sale of Reserve Shares. If the Reserve Shares are not sold by this date, date of appointment of Independent Broker to arrange the sale of the Reserve Shares.
Date falling 24 months after Mandatory Redemption Date			Deadline for payment of Delayed Cash Consideration Last date for payment of Delayed Cash Consideration.

Bondholders are advised to check with any bank, securities broker or other intermediary or nominee institution (including through CDIs in CREST) through which they hold Bonds whether such intermediary would require to receive instructions to participate in the Consent Solicitation before the deadlines specified above. The deadlines set by any such nominee, CREST and each Clearing System for the submission of Voting Instructions will also be earlier than the relevant deadlines above.

Rationale for and background to the Consent Solicitation

The purpose of the Consent Solicitation is to permit the redemption of all Bonds in return for the Cash Consideration, thereby providing value to Bondholders in an amount significantly greater than the current trading price of the Bonds and equal to the "Purchase Price" offered in the 2023 Consent Solicitation (as at close of business (London time) 16 August 2024 the trading price of the Bonds on the London Stock Exchange was £5.13 per £100 nominal amount of Bonds). The redemption of the Bonds will also enable the Company to reduce its net debt, which is an important part of its turnaround plan which is intended to allow the Company to continue to operate as a going concern in the future. The Consent Solicitation will also enable the appointment of a replacement Trustee and Security Trustee in place of the Existing Trustee.

Please see also the section of this Consent Solicitation Memorandum entitled "Background and Rationale".

Impact of the sale of the STX Entertainment subsidiary and COVID-19 pandemic on the Company

On 7 December 2021, the Company entered into a definitive agreement to sell its STX Entertainment subsidiary ("STX Entertainment") to an affiliate of The Najafi Companies ("Najafi"), with Najafi acquiring all issued and outstanding shares of common stock of a parent entity of STX Entertainment and repaying an outstanding senior credit facility of STX Entertainment (the "Senior Credit Facility"). The sale of STX Entertainment was viewed by the Company and its advisors at the time as the only viable course of action for the business when the merger failed to realise the benefits that had been envisaged and the business was unable to extend its funding lines under the Senior Credit Facility. The sale of STX Entertainment to Najafi and repayment of the Senior Credit Facility and other subordinated credit facilities were completed on 25 April 2022. Following the sale of STX Entertainment, the Company was renamed "Eros Media World PLC" on 25 May 2022.

The sale of STX Entertainment was necessary to enable the Company to pursue its long-term strategy and to maximise long-term value for its shareholders, but it has left a legacy of needing to rebuild elements of the business and complex financial reporting and other transition issues. While the Company has been diligently working to address such issues, the remaining transition and financial reporting issues have caused a delay in the Company's timely filing of annual and semi-annual reports and other reporting obligations. This has also had a significant impact on the financial position of the Company, which the Company has been working hard to improve ever since.

The COVID-19 pandemic also caused significant disruptions to the Company's global operations. This, combined with the impact of the sale of STX Entertainment, has led to the Company working on a business transformation plan which is ongoing but which has proven to be significantly more challenging than was originally contemplated. As at the date of this Consent Solicitation Memorandum it remains very unclear how long this business transformation plan might take and whether it will ultimately succeed. In the meantime the Company has suffered significant losses, including a net loss of US$741.9 million in the 2021 financial year and a net loss of US$60.9 million in the 2022 financial year. This combination of factors has left the Company with a significant liquidity shortfall, causing it to miss the scheduled interest payments on the Bonds in October 2023 and April 2024. While the Company has certain assets (including the Reserve Shares), it also has significant liabilities to other creditors whose claims against the Company would rank senior to the claims of Bondholders on a winding-up of the Company.

Rationale for the Invitations

The Company is inviting Bondholders to approve and sanction the Company and the Existing Trustee making certain modifications to (i) the terms and conditions of the Bonds (the "Conditions") contained within the Trust Deed, (iii) the Agency Agreement and (iv) the Security Deed, the primary purpose of which is to enable the mandatory redemption by the Company of all of the outstanding Bonds on the Mandatory Redemption Date (as defined herein) in consideration for the Cash Consideration (as defined herein). The Company is offering the Consent Fee to any Bondholder that submits valid Voting Instructions, before the Final Deadline, voting in favour of the Extraordinary Resolution in the Consent Solicitation. Bondholders who vote against the Extraordinary Resolution, or abstain from voting on the Extraordinary Resolution, or fail to submit Voting Instructions before the Final Deadline, or who submit but then validly revoke Voting Instructions, will not be eligible to receive the Consent Fee. The Consent Fee will only be payable if the Extraordinary Resolution is passed and the Proposals are implemented.

Based on the very high level of acceptance by Bondholders of the Company's invitation to repurchase the Bonds at a purchase price of £60 per £100 in nominal amount of Bonds in March 2023, the Company believes there is likely to be significant support from Bondholders for a proposal to allow Bondholders to exit their investment in the Bonds. Due to its current financial position, the Company has not been able to repurchase any Bonds pursuant to the invitation that was launched in March 2023, or make the interest payments from October 2023 and April 2024. However, the Company has been working with its advisers to devise an alternative invitation which is designed to give Bondholders an opportunity to realise more value than the current trading price of the Bonds would indicate. The Company's intention in paying the Cash Consideration is to make available to Bondholders (i) a total cash amount equal to £60 per £100 nominal amount of Bonds, which was the "Purchase Price" offered in the repurchase and consent solicitation in respect of the Bonds, as described in the consent solicitation memorandum dated 8 March 2023, and (ii) an additional £4.50 per £100 nominal amount of Bonds to compensate Bondholders in part for the non-payment of the unpaid interest payments from October 2023 and April 2024, as well as the interest payment scheduled to be paid on 15 October 2024.

If the Extraordinary Resolution is passed and the Proposals are accepted, this will allow the Company to redeem all outstanding Bonds for the Cash Consideration by giving a Notice of Redemption to the Replacement Trustee and the Bondholders, which notice shall specify the date (the "Mandatory Redemption 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 Company intends to give the Notice of Redemption by no later than 31 December 2024.

 

 

1. The Cash Consideration

Upfront Cash Consideration

The Cash Consideration payable in respect of each £100 of Bonds is divided into two parts. The first part (the "Upfront Cash Consideration") is equal to £7.00 per £100 nominal amount of Bonds and will be paid on the Mandatory Redemption Date.

Delayed Cash Consideration

The second part of the Cash Consideration (the "Delayed Cash Consideration") will be equal to £57.50 per £100 nominal amount of Bonds (the "Delayed Cash Consideration Amount") and is expected to be funded by the proposed sale to third party buyers of 71,166,887 shares in Xfinite Global Plc (the "Reserve Shares") which are currently held by the Company but which will be secured in favour of the Replacement Trustee on or before the Mandatory Redemption Date (and as a condition precedent to the mandatory redemption of the Bonds) and which the Replacement Trustee will hold on trust for the Bondholders until such time as the Reserve Shares are sold.

If for any reason the Company is unable to procure the sale of the Reserve Shares at a price at least sufficient to result in payment (net of costs and expenses) of the Delayed Cash Consideration Amount in respect of all of the Bonds (the "Aggregate Delayed Cash Consideration Amount") by the date falling 12 months after the Mandatory Redemption Date (the "First Delayed Cash Consideration Deadline"), then the Company shall appoint an independent broker (acceptable to the Replacement Trustee in its sole discretion) (the "Independent Broker") to arrange the sale of the Reserve Shares for the highest amount it is able to achieve (acting reasonably and in good faith) by no later than the date falling 24 months after the Mandatory Redemption Date (the "Final Delayed Cash Consideration Deadline").

If the Independent Broker is unable to arrange the sale of the Reserve Shares for an amount that is at least sufficient to result in payment (net of costs and expenses) of the Aggregate Delayed Cash Consideration Amount by the Final Delayed Cash Consideration Deadline then the Independent Broker shall be required to sell the Reserve Shares for the highest possible price, whereupon the net proceeds of sale will be paid to the Recorded Bondholders on a pro rata basis through the Clearing Systems. There can be no assurance that the Independent Broker will be able to sell the Reserve Shares for an amount (net of costs and expenses) at least equal to the Aggregate Delayed Cash Consideration Amount, and in that case the Company shall have no obligation to pay any additional amount to the Recorded Bondholders.

If the net proceeds of sale of the Reserve Shares (net of costs and expenses) is greater than the Aggregate Delayed Cash Consideration Amount then any excess amount up to the original nominal amount of the Bonds (less the Upfront Cash Consideration or any other amount paid in reduction of the nominal amount of the Bonds) shall be paid to the Recorded Bondholders on a pro rata basis through the Clearing Systems.

2. Record Date for Cash Consideration

If the Proposals are accepted, the Company intends to give notice of redemption of the Bonds (the "Notice of Redemption") for the Cash Consideration to the Replacement Trustee and the Bondholders as soon as reasonably practicable.

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 Company intends to give the Notice of Redemption by no later than 31 December 2024.

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 Replacement 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 Replacement Trustee at [e-mail] a non-transferable receipt (a "Receipt") to evidence its entitlement to the Delayed Cash Consideration, subject to payment of such fee as the Replacement Trustee may charge from time to time.

3. Payment of the Cash Consideration and Consent Fee

Upfront Cash Consideration and Consent Fee

The Upfront Cash Consideration and the Consent Fee will be paid on the Mandatory Redemption Date in immediately available funds delivered to the Clearing Systems for payment to the cash accounts of the relevant Bondholders in the Clearing Systems. The deposit of the Upfront Cash Consideration with the Clearing Systems will discharge the obligation of the Company to all Bondholders in respect of the payment obligations under the Bonds and the Transaction Documents.

Provided that the Company makes or has made on its behalf full payment of the Upfront Cash Consideration for the Bonds to the relevant Clearing Systems on or before the Mandatory Redemption Date, under no circumstances will any interest or other amount be payable because of any delay in the transmission of funds from the Clearing Systems or any other intermediary with respect to such Bonds. No interest is payable in respect of the Bonds on or after the Mandatory Redemption Date (save to the extent that the Company fails to comply with its obligation to pay the Upfront Cash Consideration).

Delayed Cash Consideration

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 Replacement 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").

If the Extraordinary Resolution is passed and the Proposals are implemented then any accrued but unpaid interest for the period from (and including) 15 April 2023 up to the Mandatory Redemption Date that would otherwise be due and payable by the Company under the Conditions, the Bonds and/or the Trust Deed (including the interest payments that were due to be paid on 15 October 2023 and 15 April 2024, and the interest payment scheduled to be paid on 15 October 2024) will be extinguished and the right to claim payment of any such amounts will be lost with effect from the Mandatory Redemption Date.

3. Replacement of Existing Trustee and Existing Security Trustee

M&G Corporate Trustee Limited as existing trustee and existing security trustee (the "Existing Trustee") for the Bondholders under the Trust Deed and the Security Trust Deed gave a notice of its intention to resign in respect of the Bonds in August 2023. The Company has accepted M&G Corporate Trustee Limited's resignation and has been endeavouring to find another trust corporation to be appointed as its replacement trustee and security trustee under the Trust Deed and the Security Trust Deed and wishes to appoint Truva Trust Corporation Plc as replacement trustee (the "Replacement Trustee") in respect of the Bonds in place of the Existing Trustee. Accordingly, the Company is seeking the approval of Bondholders to its appointment of Truva Trust Corporation Plc as replacement trustee and replacement security trustee for the Bondholders.

The following information has been provided by Truva for inclusion in this Consent Solicitation Memorandum:

"Truva provides Capital Markets, Corporate and Trustee Services. Clients value Truva's independent status and dedicated partner level in-house legal team with deep experience which allow Truva to take on transactions at any point in their life cycle and handle all levels of complexity, across all major asset classes. The Truva team facilitates restructuring solutions in distressed or unusual transactions. Truva prides itself on being accessible and responsive to all noteholders, communicating directly with the ultimate beneficiaries of a trust, whether institutional or non-institutional.

Truva's origins go back over 10 years, founded and owned by CEO Alper Deniz. The senior team have extensive experience working on international and cross-border deals. With a fast-growing team, London HQ, and presence in Ireland, Italy, Jersey and Cayman Truva is well placed to serve UK, European and global markets.

Truva's Corporate Administration and Trustee services include: Corporate Services Provider, Note Trustee, Share Trustee, Security Agent, Security Trustee, Escrow Trustee, Listing Agent Services and Securitisation Services.

Truva is an active member of AFME (Association for Financial Markets in Europe) and TACT (The Association of Corporate Trustees)."

General

Details of how to participate in the Consent Solicitation are set out in the Consent Solicitation Memorandum. Bondholders may obtain a copy of the Consent Solicitation Memorandum by contacting the Tabulation and Information Agent, the contact details of whom are set out below. Bondholders are encouraged to request a copy of the Consent Solicitation Memorandum as soon as possible and to read it carefully before any decision is made with respect to the Proposals.

Notices throughout the Consent Solicitation will be published in accordance with the Trust Deed and all applicable rules and regulations as follows:

(a)  a notice in Euroclear Bank SA/NV and Clearstream Banking S.A. for communication to Direct Participants; and/or

 

(b)  an announcement released on the RNS service of the London Stock Exchange, and by any other means as the Company may, in its absolute discretion, consider appropriate.

Disclaimer

The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made in respect of the Proposals.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including in respect of tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 as amended (if you are in the United Kingdom) or from another appropriately authorised independent adviser (if you are not).

Before making a decision with respect to the Consent Solicitation, Bondholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described therein.

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.

The Company has retained Kroll Issuer Services Limited to serve as Tabulation and Information Agent with respect to the Consent Solicitation. At any time, the Tabulation Agent may trade Bonds for their own accounts or for the accounts of customers and, accordingly, may have a long or short position in the Bonds.

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 Repurchase, 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 and the terms of any amendment to the Consent Solicitation.

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 Repurchase, the Consent Solicitation or the Extraordinary Resolution, and accordingly 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, make any recommendation whether Bondholders should participate in the Consent Solicitation or otherwise participate at any Meeting and 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 in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum 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: [e-mail]

Questions and requests for assistance in connection with the delivery of Voting Instructions may be directed to the Tabulation and Information Agent:

TABULATION AND INFORMATION AGENT

Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: Owen Morris Email: [e-mail] Website: https://deals.is.kroll.com/eros

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 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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