UPDATED EXPECTED TIMING OF CANCELLATION OF AIM ADMISSION
Eros International Plc (the "Company"), a leading global company in the Indian film entertainment industry, today announces, further to its planned EGM on 24 April 2012, a second EGM on 3 May 2012 to authorise the Company to undertake a 1 for 3 share consolidation in connection with its planned registered public offering in the US and listing on the New York Stock Exchange ("NYSE"). The Company also announces an updated expected timing of its proposed delisting from AIM.
· Circular and Notice of EGM to be sent to Shareholders today
· EGM to take place on 3 May 2012 to authorise the Company to undertake a 1 for 3 share consolidation in connection with its planned NYSE listing
· The Board believes that the increased share price resulting from the consolidation would facilitate the NYSE listing
· Timing of the share consolidation and NYSE listing to be announced in due course
· AIM delisting currently expected to take place at 7.00 a.m. on the business day following the proposed NYSE listing, currently expected to be 8 May 2012, with trading of the Company's ordinary shares on AIM expected to be suspended at 7.30 a.m. on the day of listing, currently expected to be 4 May 2012 - both dates are subject to confirmation depending on the final NYSE listing timetable
Full details of the proposals are contained within the Circular, copies of which are available on the Company's website, www.erosplc.com.
Eros International Plc
Sean Hanafin - Chief Corporate & Strategy Officer
T: +44 (0) 20 7258 9909
T: +44 20 7071 4300
Investec Bank Plc
Patrick Robb / Carlton Nelson
T: +44 (0) 20 7597 5000
Peel Hunt LLP
Richard Kauffer / Dan Harris / Andy Crossley
T: +44 (0) 20 7418 8900
Pelham Bell Pottinger
Nick Lambert / Victoria Geoghegan / Elizabeth Snow
T: +44 (0) 20 7861 3232
The Company announced on 30 March 2012 that it is asking Shareholders at an EGM on 24 April 2012 (the "First EGM"), amongst other things, to waive pre-emption rights in connection with the proposed allotment and issue of certain A Ordinary Shares in connection with a registered initial public offering in the US of such A Ordinary Shares and the proposed listing of A Ordinary Shares on the NYSE.
A document was despatched to all Shareholders on 30 March 2012 in relation to the First EGM which set out the background to the above-mentioned matters and Shareholders are referred to that document for further information on those matters.
The Company announces today that it is proposing to carry out a share consolidation on a one-for-three basis in connection with the registered initial public offering in the US of such A Ordinary Shares and the proposed listing of the A Ordinary Shares on the NYSE (the "Proposal").
The Directors unanimously consider the Proposal to be in the best interests of the Company and Shareholders as a whole, and they recommend that Shareholders should vote in favour of the Proposal at the EGM. The EGM is to be held at Fort Anne, Douglas, Isle of Man IM1 5PD on 3 May 2012 at 10.00 a.m.
BACKGROUND TO AND RATIONALE FOR THE PROPOSAL
The Board believes that the increased share price resulting from the consolidation would facilitate the marketing and sale of A Ordinary Shares by the Company in the US in connection with the NYSE listing.
The Shares will be consolidated on the basis of one New Share for every three Existing Shares. It is proposed that the consolidation will become effective from one minute prior to the effectiveness of the Registration Statement with the SEC. If the Registration Statement does not become effective with the SEC, the Proposal will not be effective and the consolidation will not occur.
Each New Share will rank pari passu and carry the same rights as set out in the Existing Articles although Shareholders should note that, if adopted at the First EGM, the New Articles will come into effect from the listing of the Company's shares on the NYSE and the New Shares will be re-designated as A Ordinary Shares or B Ordinary Shares (as applicable) upon the NYSE listing.
Following the consolidation, fractions will be aggregated and sold by the Company for the best prices reasonably obtainable with the net proceeds being paid and distributed amongst the Shareholders entitled thereto on a due proportional basis.
The target date for the AIM Delisting is currently the Business Day following the effective listing of the A Ordinary Shares on the NYSE, however, if the A Ordinary Shares are not listed on the NYSE, the Company will not continue its application for AIM Delisting.
New share certificates are expected to be posted to Shareholders who hold their shares in certificated form in the week following the EGM and listing on the NYSE. Such new certificates will replace the existing share certificates which should then be destroyed. Pending the receipt of the new share certificates, transfers of Shares held in certificated form will be certified against the Company's register of members. Shareholders who hold their entitlement to Shares in uncertificated form through CREST will have their CREST accounts adjusted to reflect their entitlement to Shares.
All outstanding share options will be adjusted as appropriate to reflect the consolidation.
AIM DELISTING TIMETABLE
The AIM delisting is currently expected to take place at 7.00 a.m. on the business day following the proposed NYSE listing, which is currently expected to be 8 May 2012. Trading of the Company's ordinary shares on AIM expected to be suspended at 7.30 a.m. on the day of such listing, which is currently expected to be 4 May 2012. Both dates are subject to change and confirmation depending on the final NYSE listing timetable and a further announcement will be made in due course.
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