Last checked at 13 Apr 2023 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
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")
NOTICE RELATING TO REPURCHASE OF BONDS
to the holders (the "Bondholders") of £50,000,000 9.00 per cent. Unsecured Bonds due 2026
(the "Bonds")issued by the Company
Following the completion of the Consent Solicitation, as referred to in the repurchase and consent solicitation memorandum dated 8 March 2023 (the "Repurchase and Consent Solicitation Memorandum") prepared by the Company, the Company announced on 30 March 2023 that it is in the process of negotiating an agreement with certain creditors of the Company and its subsidiaries in connection with the Bank of India Facility and certain other debt facilities, the outcome of which will be a factor in determining the aggregate nominal amount of Bonds to be repurchased (the "Repurchase Total"). The Company had expected to complete these negotiations and announce the Repurchase Total on 12 April 2023, but as at the date of this notice these negotiations have not yet been finally concluded.
The Company now expects to confirm the minimum Repurchase Total (the "Minimum Repurchase Total") by no later than 28 April 2023, and will make a further announcement of the Minimum Repurchase Total at that time.
The Company expects to make payment of the Purchase Price for the Bonds accepted for repurchase pursuant to the Repurchase to the Clearing Systems for payment to the cash accounts of the relevant Bondholders in the Clearing Systems by no later than 15 May 2023. The Company may increase the amount of the Minimum Repurchase Total by notice to Bondholders prior to 15 May 2023 (provided that the final Repurchase Total will not exceed the Repurchase Cap).
The Company is committed to maximising the aggregate nominal amount of Bonds that it is able to repurchase, given the positive response from Bondholders to the Repurchase and Consent Solicitation, and the additional time granted by this delay is expected to enable the Company to do so. In addition to the Purchase Price, the Company will also pay interest on all Bonds that are repurchased up to (but excluding) 15 May 2023.
The Consent Fee, which is payable to any Bondholder that either (i) offered its Bonds for repurchase in the Repurchase, or (ii) voted in favour of the Extraordinary Resolution in the Consent Solicitation, is expected to be paid by no later than 28 April 2023 to the Clearing Systems for payment to the cash accounts of the relevant Bondholders in the Clearing Systems.
Capitalised terms used and not defined in this notice have the meaning given to them in the Repurchase and Consent Solicitation Memorandum.
Eros Media World PLC
13 April 2023.