Eros STX Global Corporation SUCCESSFUL COMPLETION OF THE CONSENT SOLICITATION (3191M)

TIDMERO1

RNS Number : 3191M

Eros STX Global Corporation

20 September 2021

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 STX GLOBAL CORPORATION

(formerly, EROS INTERNATIONAL PLC)

ANNOUNCES SUCCESSFUL COMPLETION OF THE CONSENT SOLICITATION IN RESPECT OF ITS

GBP50,000,000 6.50 PER CENT. BONDS DUE 2021 (the "Bonds")

(ISIN: XS1112834608)

20 September 2021

On 10 August 2021, Eros STX Global Corporation (formerly, Eros International 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 ") invited holders of the Bonds to approve by Extraordinary Resolution at a meeting on 3 September 2021 (the " First Meeting "), certain modifications (as further described in the consent solicitation memorandum dated 10 August 2021 (the " Consent Solicitation Memorandum ")) to (i) the terms and conditions of the Bonds (the " Conditions "), (ii) the Trust Deed and (iii) the Agency Agreement, as well as the waiver of a breach of certain provisions of the Conditions and of the Trust Deed and any related Event of Default or Potential Event of Default (as defined in the Conditions) (such invitation being the " Consent Solicitation ").

As announced by the Company on 3 September 2021, the First Meeting was adjourned for lack of quorum until 10:00 a.m. (London time) today, 20 September 2021 (the meeting of Bondholders at such time, the " Adjourned Meeting ").

The Company hereby announces that at the Adjourned Meeting the Extraordinary Resolution set out in the Consent Solicitation and the notice dated 3 September 2021 convening such Adjourned Meeting was duly passed. Accordingly, the Company and the other parties thereto have executed the Supplemental Trust Deed and Supplemental Agency Agreement referred to in the Consent Solicitation Memorandum and, consequently, the modifications to the Conditions, the Trust Deed and the Agency Agreement and the waiver of the relevant provisions of the Conditions and the Trust Deed described in the Consent Solicitation Memorandum and the waiver of any related Event of Default or Potential Event of Default have become effective.

The Payment Date in respect of the Early Voting Fee payable to those holders eligible to receive such Early Voting Fee will be no later than 27 September 2021. The aggregate amount of the Early Voting Fee in respect of the relevant Bonds that are subject to valid Voting Instructions will be paid to the Clearing Systems for payment to the cash accounts of the relevant Bondholders in such Clearing Systems on the Payment Date.

Terms used but not defined in this announcement shall have the same meanings given to them in the Consent Solicitation Memorandum.

This announcement does not contain details of the full terms and conditions of the Consent Solicitation, which are contained in the Consent Solicitation Memorandum.

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 Issuer, the Solicitation Agent, the Trustee, the Tabulation Agent or the Principal Paying Agent or any of their respective affiliates. None of the Solicitation Agent, the Tabulation 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 Solicitation Agent, the Trustee, the Tabulation 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 Solicitation Agent, the Tabulation Agent, the Trustee, 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 and the terms of any amendment to the Consent Solicitation.

None of the Company, the Solicitation Agent, the Tabulation Agent, the Trustee, 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 Company, the Solicitation Agent, the Tabulation Agent, the Trustee, 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 Solicitation Agent, the Tabulation 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.

Questions and requests for assistance in connection with the Consent Solicitation may be directed to Peel Hunt LLP

 
      SOLICITATION AGENT 
        Peel Hunt LLP 
     100 Liverpool Street 
        London EC2M 2AT 
   Attention: Stuart Galvin 
  Email: [e-mail] 
  Telephone: [phone] 
 

This announcement is released by Eros STX Global Corporation 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 Andy Warren (Chief Financial Officer) at Eros STX Global Corporation.

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September 20, 2021 06:19 ET (10:19 GMT)