REG - Eros Media World PLC - Eros Media World Plc - Consent Solicitation Launch
19/08/2024 13:45
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RNS Number : 9652A Eros Media World PLC 19 August 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 CONSENT SOLICITATION IN RESPECT OF ITS
£50,000,000 9.00 PER CENT. BONDS DUE 2026
(the "Bonds")
(ISIN: XS1112834608)
19 August 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") today announces the launch of a Consent Solicitation
(as defined below) in respect of the Bonds on the terms set out in the consent
solicitation memorandum in respect of the Bonds (the "Consent Solicitation
Memorandum") dated today's date and prepared by the Company.
Capitalised terms used but not defined herein shall have the same meanings as
in the Consent Solicitation Memorandum.
Details of the Consent Solicitation
The Company has today invited holders of the Bonds to consent certain
modifications (as further described in the Consent Solicitation Memorandum) to
(i) the terms and conditions of the Bonds (the "Conditions"), (ii) the Trust
Deed, (iii) the Agency Agreement and (iv) the Security Deed (the "Exit Consent
Amendments"), the primary purpose of which is to enable the mandatory
redemption by the Company all of the outstanding Bonds on the Mandatory
Redemption Date in consideration for the Cash Consideration (as defined and
further described below). Together with the Exit Consent Amendments, the
Company is also seeking consent from Bondholders to the appointment of a new
trustee to replace M&G Trustee Company Limited as Trustee in respect of
the Bonds (the "Consent Solicitation", each an "Invitation" and together, the
"Invitations") for approval by Extraordinary Resolution at a meeting of
Bondholders (such meeting being, the "Meeting"). If the Holders of the Bonds
approve the Exit Consent Amendments and they are implemented, the Company
intends to give notice of mandatory redemption of the Bonds by no later than
31 December 2024. Bondholders will then be paid the Upfront Cash Consideration
and (if eligible), the Consent Fee and all of the Bonds will be redeemed and
all claims of the Bondholders in respect of any unpaid interest or other
amounts will be lost with effect from the Mandatory Redemption Date.
This announcement does not contain details of the full terms and conditions of
the Consent Solicitation, which are contained in the Consent Solicitation
Memorandum. Holders of the Bonds may obtain a copy of the Consent Solicitation
Memorandum from Kroll Issuer Services Limited, who is acting as Tabulation and
Information Agent in connection with the Consent Solicitation and whose
contact details are set out at the end of this announcement.
Holders of the Bonds are advised to carefully read the Consent Solicitation
Memorandum and are reminded that the below is a summary only of the terms of
the Consent Solicitation.
Details of the Bonds
Description of the Bonds Common Code/ISIN Current Maturity Date Outstanding nominal amount Cash Consideration Consent Fee(1)
£50,000,000 9.00 111283460/ 15 April 2026 £50,000,000 For each £100 in nominal amount of Bonds: £0.50 per £100 in nominal amount
XS1112834608
per cent. Bonds due 2026 (a) £7.00 in cash paid upon redemption of the Bonds (the "Upfront Cash
Consideration"); and
(b) £57.50 in cash, which is expected to be paid by 12 months after the
Mandatory Redemption Date (subject to and as provided herein) (the "Delayed
Cash Consideration").
(1) Bondholders who submit (and do not revoke) valid Voting Instructions
(voting for the Extraordinary Resolution), in each case which are received by
the Tabulation and Information Agent on or before the Final Deadline, will be
eligible to receive the Consent Fee if the Extraordinary Resolution is passed
and the Proposals are implemented. Bondholders who do not submit (or revoke)
valid Voting Instructions, or who submit valid Voting Instructions voting
against the Extraordinary Resolution, will not be eligible to receive the
Consent Fee (even if the Extraordinary Resolution is passed and the Proposals
are implemented).
The Meeting
A notice (the "Notice") convening the Meeting to be held at 10:00 a.m. (London
time) on 10 September 2024 via teleconference has been given to Bondholders in
accordance with the Trust Deed on the date of this announcement. At the
Meeting, Bondholders will be invited to consider and, if thought fit, pass an
extraordinary resolution (the "Extraordinary Resolution") to approve the
Proposals as more fully described in the Notice.
The quorum required for the Meeting is two or more persons present holding or
representing not less than 75 per cent. in aggregate nominal amount of the
Bonds for the time being outstanding. To be passed, the Extraordinary
Resolution requires a majority in favour of at least 75 per cent. of the votes
cast in respect of the Extraordinary Resolution at the Meeting. If passed, the
Extraordinary Resolution shall be binding on all Bondholders, whether present
or not present at the Meeting and whether or not voting.
The implementation of the Extraordinary Resolution, if passed, is conditional
on the Company not having previously terminated the Consent Solicitation in
accordance with the provisions for such termination set out in the Consent
Solicitation Memorandum under the heading "Amendment and Termination".
Under the Trust Deed, subject to all other provisions therein, the Trustee may
prescribe such further regulations regarding the holding of meetings of
Bondholders and attendance and voting at them as the Trustee may in its sole
discretion determine. For the purpose of the Meeting, the Trustee has
prescribed certain virtual meeting guidelines and regulations.
The Meeting will be held via teleconference using a platform hosted by the
chairman of the Meeting to allow attendees to participate electronically.
Details for accessing the Meeting (or any adjourned Meeting) will be made
available to proxies who have been duly appointed under a block voting
instruction, or to holders of voting certificates issued, in accordance with
the procedures set out in the Consent Solicitation Memorandum. Such proxies
and holders of voting certificates will be contacted by the Tabulation and
Information Agent (whose contact details are set out in the Consent
Solicitation Memorandum) at least 24 hours before the Meeting in order to
ensure that they are provided with the necessary information for attending and
communicating their votes during the Meeting via teleconference.
Participating in the Consent Solicitation
To participate in the Consent Solicitation, a holder of the Bonds should
deliver, or arrange to have delivered on its behalf, via the relevant Clearing
System and in accordance with the requirements of such Clearing System, a
valid Voting Instruction, to be received by the Tabulation and Information
Agent by the Final Deadline.
Any Bondholder may be eligible, on the terms and conditions set out in the
Consent Solicitation Memorandum, to the extent permitted by applicable laws
and regulations, to receive an amount of £0.50 per £100 in nominal amount of
the Bonds in respect of which the relevant Bondholder submits a Voting
Instruction voting for the Extraordinary Resolution in accordance with the
procedure described below and in the Consent Solicitation Memorandum (the
"Consent Fee").
To be eligible for the Consent Fee, such Voting Instructions must be received
by the Tabulation and Information Agent from Bondholders on or before the
Final Deadline. Voting Instructions must be submitted in respect of a minimum
principal amount of the Bonds of no less than £100, being the minimum
denomination of the Bonds.
Holders of the Bonds that do not deliver a Voting Instruction in accordance
with the preceding paragraphs, but who wish to attend and vote at the Meeting
in person or to be represented or otherwise to vote at the Meeting, must make
the necessary arrangements in accordance with the Notice and the Meeting
Provisions (as defined in the Consent Solicitation Memorandum) by the Final
Deadline. Such holders will not be eligible to receive the Consent Fee.
Payment of the Consent Fee is subject to (i) the delivery of a valid Voting
Instruction in respect of the Extraordinary Resolution to the Tabulation and
Information Agent on or before the Final Deadline, (ii) such Voting
Instruction not being revoked (in the limited circumstances in which such
revocation is permitted described in "Amendment and Termination - Consent
Solicitation Revocation Rights" in the Consent Solicitation Memorandum), (iii)
the Extraordinary Resolution being duly passed and the Proposals implemented
and (iv) the Company not having previously terminated the Consent Solicitation
or the Proposals in accordance with the provisions for such termination set
out in "Amendment and Termination" in the Consent Solicitation Memorandum.
Provided that the Extraordinary Resolution is passed and the Proposals are
implemented the Consent Fee will be payable to eligible Bondholders. The
Consent Fee will be paid on the Mandatory Redemption Date in immediately
available funds delivered to the Clearing Systems for payment to the cash
accounts of the relevant Bondholders in the Clearing Systems (see "Procedures
for Participating in the Invitation"). The deposit of such funds with the
Clearing Systems will discharge the obligation of the Company to all
Bondholders in respect of the above amount represented by such funds.
Voting Instructions will be irrevocable except in the limited circumstances
described in the Consent Solicitation Memorandum under the heading "Amendment
and Termination".
Indicative timetable for the Proposals
Set out below are the indicative timetables applicable to the Consent
Solicitation. The Principal Timetable applies where the Meeting is quorate on
the date on which it is first held, and the Alternative Timetable applies
where the Meeting is not quorate on the date on which it is first held and is
therefore adjourned. Bondholders should note that these timetables will
depend, among other things, on timely receipt (and non-revocation) of
instructions, the right of the Company to extend, re-open, amend and/or
terminate the Consent Solicitation (other than the terms of the Extraordinary
Resolution) as described in the Consent Solicitation Memorandum not being
exercised, and the passing of the Extraordinary Resolution at either the first
Meeting or (if applicable) any adjourned Meeting. Accordingly, the actual
timetable may differ significantly from either of the timetables below.
Principal Timetable
The following timetable assumes that the Meeting is quorate on the date on
which it is first held.
Date and time Event
19 August 2024 Launch Date
Consent Solicitation announced and Consent Solicitation Memorandum available
from the Tabulation and Information Agent, subject to offer and distribution
restrictions.
Notice of Consent Solicitation published via RNS (as defined below), and by
delivery of notices to the Clearing Systems.
5 September 2024 at 4.00 p.m. (London time) Final Deadline
Deadline for (i) receipt by the Tabulation and Information Agent of valid
Voting Instructions voting for the Extraordinary Resolution, (ii) receipt by
the Tabulation and Information Agent of valid Voting Instructions voting
against the Extraordinary Resolution or (iii) Bondholders to make any other
arrangements to attend or be represented at, or to vote on the Extraordinary
Resolution at, the Meeting.
10 September 2024 at 10.00 a.m. (London time) Meeting
Meeting to be held via teleconference.
Expected to be as soon as reasonably practicable after the Meeting Announcement of Results
Announcement by the Company of the results of the Meeting, published via RNS.
As soon as reasonably practicable after the Meeting but in any case no later Execution of the Fifth Supplemental Trust, the Fourth Supplemental Agency
than 5 Business Days after the Meeting Agreement, the Supplemental Security Deed, the Charge over Shares and the Deed
of Removal and Appointment
If the Extraordinary Resolution is passed at the Meeting, subject to the
conditions described in this Consent Solicitation Memorandum, execution of 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.
Upon execution of 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, the modifications to the Conditions, the
Trust Deed, the Agency Agreement and the Security Deed will become effective.
Expected to be no later than 31 December 2024 Notice of Redemption to be given by Company (specifying the Mandatory
Redemption Date.
Between 5 and 70 days after Notice of Redemption.
Mandatory Redemption Date - Settlement of Upfront Cash Consideration and
Consent Fee
Subject to the Consent Solicitation being approved and implemented, date on
which payment of the Upfront Cash Consideration for the Bonds is expected to
be made and date on which Bonds will be redeemed and Consent Fee paid.
Date falling 12 months after Mandatory Redemption Date First Delayed Cash Consideration Deadline
First deadline for sale of Reserve Shares. If the Reserve Shares are not sold
by this date, date of appointment of Independent Broker to arrange the sale of
the Reserve Shares.
Date falling 24 months after Mandatory Redemption Date Deadline for payment of Delayed Cash Consideration
Last date for payment of Delayed Cash Consideration.
Alternative Timetable
The following table sets out the timetable as from 10 September 2024 if the
Meeting is not quorate on the date on which it is first held and, accordingly,
it is adjourned.
Date and time Event
11 September 2024 Notice of adjourned Meeting published via RNS and by delivery of notices to
the Clearing Systems.
26 September 2024 at 10.00 a.m. (London time) Adjourned Meeting
Meeting to be held via teleconference.
Expected to be as soon as reasonably practicable after the Meeting Announcement of Results
Announcement by the Company of the results of the adjourned Meeting, published
via RNS.
As soon as reasonably practicable after the Meeting but in any case no later Execution of the Fifth Supplemental Trust Deed, the Fourth Supplemental Agency
than 5 Business Days after the Meeting Agreement, the Supplemental Security Deed, the Charge over Shares and the Deed
of Removal and Appointment
If the Extraordinary Resolution is passed at the adjourned Meeting, subject to
the conditions described in this Consent Solicitation Memorandum, execution of
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.
Upon execution of 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, the modifications to the Conditions, the
Trust Deed, the Agency Agreement and the Security Deed will become effective.
Expected to be no later than 31 December 2024 Notice of Redemption to be given by Company (specifying the Mandatory
Redemption Date
Between 5 and 70 days after Notice of Redemption Mandatory Redemption Date - Settlement of Upfront Cash Consideration and
Consent Fee
Subject to the Consent Solicitation being approved and implemented, date on
which payment of the Upfront Cash Consideration for the Bonds is expected to
be made and date on which Bonds will be redeemed and Consent Fee paid.
Date falling 12 months after Mandatory Redemption Date First Delayed Cash Consideration Deadline
First deadline for sale of Reserve Shares. If the Reserve Shares are not sold
by this date, date of appointment of Independent Broker to arrange the sale of
the Reserve Shares.
Date falling 24 months after Mandatory Redemption Date Deadline for payment of Delayed Cash Consideration
Last date for payment of Delayed Cash Consideration.
Bondholders are advised to check with any bank, securities broker or other
intermediary or nominee institution (including through CDIs in CREST) through
which they hold Bonds whether such intermediary would require to receive
instructions to participate in the Consent Solicitation before the deadlines
specified above. The deadlines set by any such nominee, CREST and each
Clearing System for the submission of Voting Instructions will also be earlier
than the relevant deadlines above.
Rationale for and background to the Consent Solicitation
The purpose of the Consent Solicitation is to permit the redemption of all
Bonds in return for the Cash Consideration, thereby providing value to
Bondholders in an amount significantly greater than the current trading price
of the Bonds and equal to the "Purchase Price" offered in the 2023 Consent
Solicitation (as at close of business (London time) 16 August 2024 the trading
price of the Bonds on the London Stock Exchange was £5.13 per £100 nominal
amount of Bonds). The redemption of the Bonds will also enable the Company to
reduce its net debt, which is an important part of its turnaround plan which
is intended to allow the Company to continue to operate as a going concern in
the future. The Consent Solicitation will also enable the appointment of a
replacement Trustee and Security Trustee in place of the Existing Trustee.
Please see also the section of this Consent Solicitation Memorandum entitled
"Background and Rationale".
Impact of the sale of the STX Entertainment subsidiary and COVID-19 pandemic
on the Company
On 7 December 2021, the Company entered into a definitive agreement to sell
its STX Entertainment subsidiary ("STX Entertainment") to an affiliate of The
Najafi Companies ("Najafi"), with Najafi acquiring all issued and outstanding
shares of common stock of a parent entity of STX Entertainment and repaying an
outstanding senior credit facility of STX Entertainment (the "Senior Credit
Facility"). The sale of STX Entertainment was viewed by the Company and its
advisors at the time as the only viable course of action for the business when
the merger failed to realise the benefits that had been envisaged and the
business was unable to extend its funding lines under the Senior Credit
Facility. The sale of STX Entertainment to Najafi and repayment of the Senior
Credit Facility and other subordinated credit facilities were completed on 25
April 2022. Following the sale of STX Entertainment, the Company was renamed
"Eros Media World PLC" on 25 May 2022.
The sale of STX Entertainment was necessary to enable the Company to pursue
its long-term strategy and to maximise long-term value for its shareholders,
but it has left a legacy of needing to rebuild elements of the business and
complex financial reporting and other transition issues. While the Company has
been diligently working to address such issues, the remaining transition and
financial reporting issues have caused a delay in the Company's timely filing
of annual and semi-annual reports and other reporting obligations. This has
also had a significant impact on the financial position of the Company, which
the Company has been working hard to improve ever since.
The COVID-19 pandemic also caused significant disruptions to the Company's
global operations. This, combined with the impact of the sale of STX
Entertainment, has led to the Company working on a business transformation
plan which is ongoing but which has proven to be significantly more
challenging than was originally contemplated. As at the date of this Consent
Solicitation Memorandum it remains very unclear how long this business
transformation plan might take and whether it will ultimately succeed. In the
meantime the Company has suffered significant losses, including a net loss of
US$741.9 million in the 2021 financial year and a net loss of US$60.9 million
in the 2022 financial year. This combination of factors has left the Company
with a significant liquidity shortfall, causing it to miss the scheduled
interest payments on the Bonds in October 2023 and April 2024. While the
Company has certain assets (including the Reserve Shares), it also has
significant liabilities to other creditors whose claims against the Company
would rank senior to the claims of Bondholders on a winding-up of the Company.
Rationale for the Invitations
The Company is inviting Bondholders to approve and sanction the Company and
the Existing Trustee making certain modifications to (i) the terms and
conditions of the Bonds (the "Conditions") contained within the Trust Deed,
(iii) the Agency Agreement and (iv) the Security Deed, the primary purpose of
which is to enable the mandatory redemption by the Company of all of the
outstanding Bonds on the Mandatory Redemption Date (as defined herein) in
consideration for the Cash Consideration (as defined herein). The Company is
offering the Consent Fee to any Bondholder that submits valid Voting
Instructions, before the Final Deadline, voting in favour of the Extraordinary
Resolution in the Consent Solicitation. Bondholders who vote against the
Extraordinary Resolution, or abstain from voting on the Extraordinary
Resolution, or fail to submit Voting Instructions before the Final Deadline,
or who submit but then validly revoke Voting Instructions, will not be
eligible to receive the Consent Fee. The Consent Fee will only be payable if
the Extraordinary Resolution is passed and the Proposals are implemented.
Based on the very high level of acceptance by Bondholders of the Company's
invitation to repurchase the Bonds at a purchase price of £60 per £100 in
nominal amount of Bonds in March 2023, the Company believes there is likely to
be significant support from Bondholders for a proposal to allow Bondholders to
exit their investment in the Bonds. Due to its current financial position, the
Company has not been able to repurchase any Bonds pursuant to the invitation
that was launched in March 2023, or make the interest payments from October
2023 and April 2024. However, the Company has been working with its advisers
to devise an alternative invitation which is designed to give Bondholders an
opportunity to realise more value than the current trading price of the Bonds
would indicate. The Company's intention in paying the Cash Consideration is to
make available to Bondholders (i) a total cash amount equal to £60 per £100
nominal amount of Bonds, which was the "Purchase Price" offered in the
repurchase and consent solicitation in respect of the Bonds, as described in
the consent solicitation memorandum dated 8 March 2023, and (ii) an additional
£4.50 per £100 nominal amount of Bonds to compensate Bondholders in part for
the non-payment of the unpaid interest payments from October 2023 and April
2024, as well as the interest payment scheduled to be paid on 15 October 2024.
If the Extraordinary Resolution is passed and the Proposals are accepted, this
will allow the Company to redeem all outstanding Bonds for the Cash
Consideration by giving a Notice of Redemption to the Replacement Trustee and
the Bondholders, which notice shall specify the date (the "Mandatory
Redemption 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 Company intends to give the Notice of Redemption by no later than 31
December 2024.
1. The Cash Consideration
Upfront Cash Consideration
The Cash Consideration payable in respect of each £100 of Bonds is divided
into two parts. The first part (the "Upfront Cash Consideration") is equal to
£7.00 per £100 nominal amount of Bonds and will be paid on the Mandatory
Redemption Date.
Delayed Cash Consideration
The second part of the Cash Consideration (the "Delayed Cash Consideration")
will be equal to £57.50 per £100 nominal amount of Bonds (the "Delayed Cash
Consideration Amount") and is expected to be funded by the proposed sale to
third party buyers of 71,166,887 shares in Xfinite Global Plc (the "Reserve
Shares") which are currently held by the Company but which will be secured in
favour of the Replacement Trustee on or before the Mandatory Redemption Date
(and as a condition precedent to the mandatory redemption of the Bonds) and
which the Replacement Trustee will hold on trust for the Bondholders until
such time as the Reserve Shares are sold.
If for any reason the Company is unable to procure the sale of the Reserve
Shares at a price at least sufficient to result in payment (net of costs and
expenses) of the Delayed Cash Consideration Amount in respect of all of the
Bonds (the "Aggregate Delayed Cash Consideration Amount") by the date falling
12 months after the Mandatory Redemption Date (the "First Delayed Cash
Consideration Deadline"), then the Company shall appoint an independent broker
(acceptable to the Replacement Trustee in its sole discretion) (the
"Independent Broker") to arrange the sale of the Reserve Shares for the
highest amount it is able to achieve (acting reasonably and in good faith) by
no later than the date falling 24 months after the Mandatory Redemption Date
(the "Final Delayed Cash Consideration Deadline").
If the Independent Broker is unable to arrange the sale of the Reserve Shares
for an amount that is at least sufficient to result in payment (net of costs
and expenses) of the Aggregate Delayed Cash Consideration Amount by the Final
Delayed Cash Consideration Deadline then the Independent Broker shall be
required to sell the Reserve Shares for the highest possible price, whereupon
the net proceeds of sale will be paid to the Recorded Bondholders on a pro
rata basis through the Clearing Systems. There can be no assurance that the
Independent Broker will be able to sell the Reserve Shares for an amount (net
of costs and expenses) at least equal to the Aggregate Delayed Cash
Consideration Amount, and in that case the Company shall have no obligation to
pay any additional amount to the Recorded Bondholders.
If the net proceeds of sale of the Reserve Shares (net of costs and expenses)
is greater than the Aggregate Delayed Cash Consideration Amount then any
excess amount up to the original nominal amount of the Bonds (less the Upfront
Cash Consideration or any other amount paid in reduction of the nominal amount
of the Bonds) shall be paid to the Recorded Bondholders on a pro rata basis
through the Clearing Systems.
2. Record Date for Cash Consideration
If the Proposals are accepted, the Company intends to give notice of
redemption of the Bonds (the "Notice of Redemption") for the Cash
Consideration to the Replacement Trustee and the Bondholders as soon as
reasonably practicable.
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
Company intends to give the Notice of Redemption by no later than 31 December
2024.
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 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.
3. Payment of the Cash Consideration and Consent Fee
Upfront Cash Consideration and Consent Fee
The Upfront Cash Consideration and the Consent Fee will be paid on the
Mandatory Redemption Date in immediately available funds delivered to the
Clearing Systems for payment to the cash accounts of the relevant Bondholders
in the Clearing Systems. The deposit of the Upfront Cash Consideration with
the Clearing Systems will discharge the obligation of the Company to all
Bondholders in respect of the payment obligations under the Bonds and the
Transaction Documents.
Provided that the Company makes or has made on its behalf full payment of the
Upfront Cash Consideration for the Bonds to the relevant Clearing Systems on
or before the Mandatory Redemption Date, under no circumstances will any
interest or other amount be payable because of any delay in the transmission
of funds from the Clearing Systems or any other intermediary with respect to
such Bonds. No interest is payable in respect of the Bonds on or after the
Mandatory Redemption Date (save to the extent that the Company fails to comply
with its obligation to pay the Upfront Cash Consideration).
Delayed Cash Consideration
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").
If the Extraordinary Resolution is passed and the Proposals are implemented
then any accrued but unpaid interest for the period from (and including) 15
April 2023 up to the Mandatory Redemption Date that would otherwise be due and
payable by the Company under the Conditions, the Bonds and/or the Trust Deed
(including the interest payments that were due to be paid on 15 October 2023
and 15 April 2024, and the interest payment scheduled to be paid on 15 October
2024) will be extinguished and the right to claim payment of any such amounts
will be lost with effect from the Mandatory Redemption Date.
3. Replacement of Existing Trustee and Existing Security Trustee
M&G Corporate Trustee Limited as existing trustee and existing security
trustee (the "Existing Trustee") for the Bondholders under the Trust Deed and
the Security Trust Deed gave a notice of its intention to resign in respect of
the Bonds in August 2023. The Company has accepted M&G Corporate Trustee
Limited's resignation and has been endeavouring to find another trust
corporation to be appointed as its replacement trustee and security trustee
under the Trust Deed and the Security Trust Deed and wishes to appoint Truva
Trust Corporation Plc as replacement trustee (the "Replacement Trustee") in
respect of the Bonds in place of the Existing Trustee. Accordingly, the
Company is seeking the approval of Bondholders to its appointment of Truva
Trust Corporation Plc as replacement trustee and replacement security trustee
for the Bondholders.
The following information has been provided by Truva for inclusion in this
Consent Solicitation Memorandum:
"Truva provides Capital Markets, Corporate and Trustee Services. Clients value
Truva's independent status and dedicated partner level in-house legal team
with deep experience which allow Truva to take on transactions at any point in
their life cycle and handle all levels of complexity, across all major asset
classes. The Truva team facilitates restructuring solutions in distressed or
unusual transactions. Truva prides itself on being accessible and responsive
to all noteholders, communicating directly with the ultimate beneficiaries of
a trust, whether institutional or non-institutional.
Truva's origins go back over 10 years, founded and owned by CEO Alper Deniz.
The senior team have extensive experience working on international and
cross-border deals. With a fast-growing team, London HQ, and presence in
Ireland, Italy, Jersey and Cayman Truva is well placed to serve UK, European
and global markets.
Truva's Corporate Administration and Trustee services include: Corporate
Services Provider, Note Trustee, Share Trustee, Security Agent, Security
Trustee, Escrow Trustee, Listing Agent Services and Securitisation Services.
Truva is an active member of AFME (Association for Financial Markets in
Europe) and TACT (The Association of Corporate Trustees)."
General
Details of how to participate in the Consent Solicitation are set out in the
Consent Solicitation Memorandum. Bondholders may obtain a copy of the Consent
Solicitation Memorandum by contacting the Tabulation and Information Agent,
the contact details of whom are set out below. Bondholders are encouraged to
request a copy of the Consent Solicitation Memorandum as soon as possible and
to read it carefully before any decision is made with respect to the
Proposals.
Notices throughout the Consent Solicitation will be published in accordance
with the Trust Deed and all applicable rules and regulations as follows:
(a) a notice in Euroclear Bank SA/NV and Clearstream Banking S.A. for
communication to Direct Participants; and/or
(b) an announcement released on the RNS service of the London Stock
Exchange, and by any other means as the Company may, in its absolute
discretion, consider appropriate.
Disclaimer
The Consent Solicitation Memorandum contains important information which
should be read carefully before any decision is made in respect of the
Proposals.
If you are in any doubt as to the action you should take, you are recommended
to seek your own financial advice, including in respect of tax consequences,
immediately from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser authorised under the Financial Services
and Markets Act 2000 as amended (if you are in the United Kingdom) or from
another appropriately authorised independent adviser (if you are not).
Before making a decision with respect to the Consent Solicitation, Bondholders
should carefully consider all of the information in the Consent Solicitation
Memorandum and, in particular, the risk factors described therein.
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.
The Company has retained Kroll Issuer Services Limited to serve as Tabulation
and Information Agent with respect to the Consent Solicitation. At any time,
the Tabulation Agent may trade Bonds for their own accounts or for the
accounts of customers and, accordingly, may have a long or short position in
the Bonds.
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 Repurchase, 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 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 Repurchase, the Consent
Solicitation or the Extraordinary Resolution, and accordingly 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, make any recommendation whether Bondholders should participate
in the Consent Solicitation or otherwise participate at any Meeting and 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 in certain
jurisdictions may be restricted by law. Persons into whose possession the
Consent Solicitation Memorandum 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
Questions and requests for assistance in connection with the delivery of
Voting Instructions may be directed to the Tabulation and Information Agent:
TABULATION AND INFORMATION AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: eros@is.kroll.com (mailto:eros@is.kroll.com)
Website: https://deals.is.kroll.com/eros (https://deals.is.kroll.com/eros)
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
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