TIDMERO1
RNS Number : 5372F
Eros Media World PLC
10 July 2023
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
to the holders (the " Bondholders ") of GBP50,000,000 9.00 per
cent. Bonds due 2026
(the "Bonds")
issued by the Company
Reference is made to the repurchase and consent solicitation
memorandum dated 8 March 2023 (the "Memorandum"). Capitalised terms
used and not defined in this notice have the meaning given to them
in the Memorandum.
The Company hereby gives NOTICE to Bondholders of the
following:
1. Repurchase Total
Pursuant to the terms of the Memorandum, the Company proposes to
repurchase no less than GBP2,000,000 in aggregate nominal amount of
Bonds tendered for repurchase (such amount being the Repurchase
Total).
The Company reserves the right to increase the Repurchase Total
by notice to the Bondholders prior to the Settlement Date (as
defined below). The Company will not reduce the Repurchase
Total.
2. Purchase Price
The original Purchase Price of GBP60 per GBP100 principal amount
of Bonds accepted for repurchase, together with accrued but unpaid
interest to the Settlement Date, will continue to apply.
Interest will continue to accrue on all outstanding Bonds until
such time as any Bonds are repurchased or no longer remain
outstanding, and the Company will continue to make payments of
interest on the Bonds when required pursuant to the Conditions.
The Consent Fee was paid to eligible Bondholders in May 2023.
For the avoidance of doubt, no further Consent Fee is payable in
connection with the Repurchase.
3. Settlement of Repurchase
The Company expects to settle the Repurchase by no later than 31
March 2024 (the "Settlement Date"), and accordingly the Final
Deadline is extended to 4.00 p.m. (London time) on 21 March 2024,
or such earlier date as is notified in advance by the Company to
Bondholders. The Company reserves the right to bring forward the
Settlement Date and the Final Deadline.
4. Revocation
All Bondholders who tendered their Bonds for repurchase as part
of the Repurchase may revoke their Repurchase Instructions so that
their Bonds are no longer blocked in the Clearing Systems. Any such
Bondholders who do revoke their Repurchase Instructions will be
required to submit a new Repurchase Instruction prior to the Final
Deadline in order to participate in the Repurchase (see "Repurchase
Instructions" below).
5. Repurchase Instructions
Bondholders who have previously validly submitted a Repurchase
Instruction in respect of the Repurchase and who do not choose to
revoke that Repurchase Instruction need take no further action in
respect of the Repurchase.
Bondholders wishing to participate in the Repurchase who have
validly revoked their Repurchase Instruction must make the
necessary arrangements for the delivery to the Tender, Tabulation
and Information Agent on or before the Final Deadline of a further
valid Repurchase Instruction in respect of the Repurchase.
A separate Repurchase Instruction must be completed on behalf of
each beneficial owner.
6. Scaling
If the aggregate principal amount of Bonds validly offered for
repurchase by Bondholders pursuant to the Repurchase exceeds the
Repurchase Total, the Company will accept such offered Bonds on a
pro rata basis such that the aggregate nominal amount of such Bonds
accepted for repurchase is no greater than the Repurchase
Total.
In the circumstances described in the Memorandum in which Bonds
validly repurchased pursuant to the Repurchase are to be accepted
on a pro rata basis, each such Repurchase Instruction will be
scaled by a factor (the "Pro-ration factor") equal to (i) the
Repurchase Total divided by (ii) the aggregate nominal amount of
the Bonds that have been validly accepted for repurchase.
Each repurchase of Bonds that is scaled in this manner will be
rounded down to the nearest GBP100 in nominal amount of the Bonds,
provided that in the event of any such scaling, the Company will
only accept repurchases of Bonds subject to scaling to the extent
such scaling will not result in (i) the relevant Bondholder
transferring Bonds to the Company in an aggregate nominal amount of
less than a Specified Denomination or (ii) the Company rejecting
the Bonds from such Bondholder in an aggregate nominal amount of
less than a Specified Denomination.
7. Notices
The Company will announce whether it will accept valid
repurchases of Bonds pursuant to the Repurchase and, if so
accepted, the aggregate nominal amount of Bonds accepted for
repurchase (together with the applicable Pro-ration factor, if any)
following the Final Deadline.
Notices in respect of the Repurchase will be delivered through
(i) the issue of a press release to RNS and/or (ii) the issue of a
press release to a Notifying News Service and/or (iii) delivery of
notices to the Clearing Systems for communication to Direct
Participants, and may also be found on the relevant Reuters
International Insider Screen, or by any other means, at the
discretion of the Company or the Tender, Tabulation and Information
Agent.
8. Consent Solicitation / Nature of Repurchase
The Consent Solicitation was validly concluded in April 2023,
and (for the avoidance of doubt) neither this notice nor any of the
information contained within this notice, nor any action taken by
the Company in respect of this notice or any such information, has
any bearing on the Consent Solicitation.
Furthermore, the Company wishes to confirm (for the avoidance of
doubt) that none of this notice, the Repurchase, or any of the
terms of the Repurchase, forms part of the Conditions of the
Bonds.
9. Further Information
Questions and requests for assistance in connection with the
Repurchase may be directed to the Tender, Tabulation and
Information Agent, the contact details of which are on the last
page of the Memorandum.
Eros Media World PLC
10 July 2023.
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END
MSCRMMJTMTJBBAJ
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