Consent Solicitation Results
10/09/2024 10:43
For best results when printing this announcement, please click on link below: http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240910:nRSJ5851Da&default-theme=true RNS Number : 5851D Eros Media World PLC 10 September 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 SUCCESSFUL COMPLETION OF THE CONSENT SOLICITATION IN RESPECT OF ITS £50,000,000 9.00 PER CENT. BONDS DUE 2026 (the "Bonds") (ISIN: XS1112834608) 10 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 the results of the Consent Solicitation (as defined below) in respect of the Bonds on the terms set out in the consent solicitation memorandum dated 19 August 2024 (the "Consent Solicitation Memorandum") prepared by the Company. Capitalised terms used but not defined herein shall have the same meanings as in the 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 19 August 2024 was held earlier today and the Extraordinary Resolution was duly passed at that Meeting. Accordingly, the Company and the other parties thereto will proceed to enter into 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 referred to in the Consent Solicitation Memorandum and, consequently, the Proposals referred to in the Consent Solicitation Memorandum will be implemented. 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 Replacement Trustee (see "New Trustee" below) 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 directors@truvacorp.com (mailto:directors@truvacorp.com) 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. 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 (http://www.truvacorp.com) ) details of when the Delayed Cash Consideration will be paid (the "Delayed Cash Consideration Payment Date"). New Trustee Pursuant to the Deed of Removal and Appointment referred to above, Truva Trust Corporation Plc is to be appointed as replacement trustee and replacement security trustee in respect of the Bonds on or before 17 September 2024 (at which time the Issuer shall give notice to the Bondholders confirming as such), thereby replacing the existing Trustee, M&G Trustee Company Limited. Accordingly, all references herein to the "Replacement Trustee" refer to Truva Trust Corporation Plc acting in that capacity for the Bondholders. 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. 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: Investors@ErosIntl.com 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. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com (mailto:rns@lseg.com) or visit www.rns.com (http://www.rns.com/) . RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy) . END UPDLMMLTMTIBMMI