Eros Media World PLC RESULTS OF CONSENT SOLICITATION (8482U)

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: [e-mail] 
 

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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March 30, 2023 13:19 ET (17:19 GMT)