Trustee Notice to Bondholders: Eros Media World
11/03/2025 12:23
RNS Number : 2200A
Truva Trust Corporation PLC
11 March 2025
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE Bonds (AS DEFINED BELOW).
THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE Bonds AND PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO DISTRIBUTE IT ("RELEVANT PERSONS"). IT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVISERS.
IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF THE BONDS, YOU SHOULD IMMEDIATELY FORWARD THIS NOTICE TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.
TRUSTEE NOTICE TO BONDHOLDERS
EROS MEDIA WORLD PLC
(incorporated as a public limited liability company under the laws of the Isle of Man with registration number 017552V (the "Issuer"))
£50,000,000 9.00 PER CENT. BONDS DUE 2026
ISIN: XS1112834608
(the "Bonds")
Truva Trust Corporation Plc (the "Trustee") has prepared this announcement to assist Bondholders and related investors in the Bonds. Capitalised terms used but not defined in this notice shall have the same meaning given to them in the conditions of the Bonds.
Background
On 19 August 2024, the Issuer launched the Consent Solicitation in respect of the Bonds on the terms set out in the Consent Solicitation Memorandum.
On 30 December 2024, the Issuer released a notice with RNS number 5706R giving notice of the mandatory redemption of the Bonds pursuant to Condition 5(g) of the Bonds and in accordance with the Consent Solicitation Memorandum. The Issuer was required to pay the Upfront Cash Consideration of £7 per £100 of nominal amount of Bonds and the Consent Fee of £0.50 per £100 of nominal amount of Bonds to all eligible Bondholders on the Mandatory Redemption Date, 10 March 2025.
On 28 February 2025, the Issuer, without the consent of the Trustee, released a notice with RNS Number 8986Y. Such RNS states that the Issuer "intends to pay the Upfront Cash Consideration on the Mandatory Redemption Date or as soon as it has funds available." No reference is made to when the payment of the Consent Fee will be made.
The Trustee notes that the words "or as soon as it has funds available" did not appear in the Consent Solicitation Memorandum and therefore did not form part of the arrangements approved by Bondholders.
The Trustee also notes that RNS 8986Y states that the Upfront Cash Consideration and Consent Fee will be due and payable from the Mandatory Redemption Date and will bear interest at 9.00 per cent. per annum if not paid on such date. Such interest is not part of the contractual arrangements entered into by the Issuer and it is therefore not clear how the Bondholders will be able to enforce such payment if it is not made.
Non-payment on the Mandatory Redemption Date
The Trustee has enquired as to whether the Upfront Cash Consideration and the Consent Fee was paid on the Mandatory Redemption Date. No confirmation has been provided but the Trustee has not been notified by any Bondholder of the payment and the Trustee assumes, therefore, that the payment has not been made. The Trustee is not aware of when the Issuer intends to make payments.
The Trustee has, however, been provided with the following statement by the Issuer and we set out that statement here in full for the information of Bondholders.
"We are writing to address the current status of the £3.5 million repayment due to bondholders today, March 10, 2025, as outlined in our recent Regulatory News Service (RNS) announcement. We understand and deeply sympathize with the concerns of bondholders who have stood by Eros Media World Plc (EMWP) through an extraordinarily challenging period, and we want to reassure them of our unwavering commitment to fulfilling our obligations.
Over the past five years, EMWP has navigated unprecedented difficulties. The global impact of COVID-19 severely disrupted our operations, followed by a failed merger with STX that hindered our strategic plans. The subsequent delisting from the NYSE added further complexity to our financial restructuring. Despite these setbacks, we have worked tirelessly to stabilize and strengthen our position. Our associate company in India, Eros International Media Limited (EIML), a listed entity, has successfully paid off its debts during this period, demonstrating the resilience and determination within our group.
EMWP has also shown significant progress in resolving the bond obligations agreed with bondholders last summer. To date, 89% of the agreed consideration has been addressed, primarily through the structured redemption involving Xfinite shares. This reflects our commitment to delivering value to bondholders, even amidst adversity. The remaining £3.5 million, representing approximately 10% of the total consideration, is expected to be realized from the group's cash flows in the near term, as previously communicated in our RNS. We are actively working to ensure this payment is made as soon as possible, and we remain confident that it will be resolved shortly.
We recognize the patience and trust bondholders together will other Creditors of EMWP have shown throughout this journey, and we share their frustration at any delay. EMWP has faced storms that few could have foreseen, yet we have emerged with a clear focus on honoring our commitments. The resolution of 89% of the bond value is a testament to our efforts, and we assure you-and through you, the bondholders-that the final piece of this puzzle, the £3.5 million, will be delivered soon. We are in regular communication with our advisors, stakeholders and other creditors to expedite this process and enable to bond holders to get paid and will provide further updates promptly.
Thank you for your continued support as trustee, and please convey our gratitude and optimism to the bondholders. Together, we will see this through to completion."
As a result of the non-payment of the Upfront Cash Consideration and the Consent Fee, the Trustee will take action to convene an informal meeting of the Bondholders so that the Bondholders can agree next steps.
Disclaimer
The Trustee makes no representation that all relevant information has been disclosed to Bondholders in or pursuant to this notice or otherwise. Accordingly, Bondholders should take their own independent legal, financial, tax or other advice in relation to the information contained in this notice.
This notice does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity.
Dated: 11 March 2025
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