Eros Media World PLC Eros Media World Plc- Consent Process Announcement

RNS Number : 5692E

Eros Media World PLC

17 September 2024

 

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 [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 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.

 

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