Entertainment One Regulatory News (ETO)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

14 July 2015

Intention to Sell Part of Stake in Entertainment One Ltd

Marwyn Value Investors L.P. ("Marwyn") announces that it intends to sell part of its shareholding in Entertainment One Ltd ("eOne" or the "Company"). The disposal will be through an accelerated bookbuilt secondary placing of depositary interests representing common shares in eOne ("Placing Shares") to institutional investors (the "Placing").

The books for the Placing will open with immediate effect. The timing of closing of the books will be at the absolute discretion of J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") acting as sole bookrunner. A further announcement will be made following completion of the bookbuild and pricing of the Placing. N M Rothschild & Sons Ltd ("Rothschild") is acting as financial adviser to Marwyn in connection with the Placing.

The Placing is anticipated to comprise depositary interests representing approximately 26.5 million eOne common shares, equivalent to approximately 9.0% of eOne's issued common share capital. Following the Placing, Marwyn is expected to be beneficially interested in approximately 52.9 million common shares, equivalent to approximately 17.9% of eOne's issued common share capital. Marwyn has undertaken not to dispose of any further interests in eOne common shares without the consent of J.P. Morgan Cazenove for a period of 90 days following completion of the Placing.

Upon completion of the Placing, James Corsellis, who has represented Marwyn on eOne's Board since January 2007, intends to step down as a non-executive Director of the Company. James' resignation from the Board follows Marwyn's decision to reduce its shareholding in the Company. Marwyn remains supportive of the management team and confident that they will continue to deliver on the eOne growth story.

Darren Throop said "Marwyn's involvement has been critical to the success and growth of the Company. We look forward to their continued support as an investor and would like to thank both James Corsellis and Mark Watts for their contributions on the Board over the years."

James Corsellis said "On behalf of the Marwyn team, I am grateful for the dedication and hard work of Darren Throop, Giles Willits and all of all the directors and employees of Entertainment One. Over the last 8 years, they have been instrumental in the company's extraordinary success in building a world-class entertainment business. This remains an important investment for Marwyn and we continue to be excited by the scale of the opportunity that faces Entertainment One going forward."

Enquiries

For further information please contact:

J.P. Morgan Cazenove +44 207 742 4000

Nicholas Hall

Charles Walker

Rothschild +44 207 280 5000

Warner Mandel

Peter Nicklin

IMPORTANT NOTICE

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE Placing. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE Placing SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Marwyn, J.P. Morgan Cazenove or Rothschild or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Marwyn, J.P. Morgan Cazenove and Rothschild to inform themselves about and to observe any applicable restrictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of Marwyn, J.P. Morgan Cazenove, Rothschild or any of their respective affiliates.

This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. Marwyn reserves the right not to proceed with the Placing or to vary the terms of the Placing in any way.

J.P. Morgan Cazenove, which in the United Kingdom is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting only for Marwyn and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing. J.P. Morgan Cazenove will not be responsible to anyone other than Marwyn for providing the protections offered to the clients of J.P. Morgan Cazenove or for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

Rothschild, which in the UK is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Marwyn and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing. Rothschild will not be responsible to anyone other than Marwyn for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by and is the responsibility of Marwyn. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility will be accepted by J.P. Morgan Cazenove, Rothschild or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or other written or oral information made available to or publicly available to any interested party or its advisers and any liability therefore is expressly disclaimed.