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 NOTICE.
EROS MEDIA WORLD PLC
NOTICE OF REDEMPTION IN RESPECT OF ITS
£50,000,000 9.00 PER CENT. BONDS DUE 2026
(the "Bonds")
(ISIN: XS1112834608)
30
December 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") hereby gives notice of the mandatory
redemption of the Bonds pursuant to Condition 5(g) of the
Bonds.
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, is 10 March
2025.
The "Upfront Cash
Consideration" is equal to £7.00 per £100 nominal
amount of Bonds, and the "Consent Fee" is
equal to £0.50 per £100 in nominal amount of the Bonds.
The record date (the "Record Date")
which will be used to determine entitlement to the "Cash
Consideration" (which term means the Upfront Cash
Consideration and the Delayed Cash Consideration (as defined
below)), will be 7 March 2025, being the business day in London
falling immediately 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 "Delayed Cash
Consideration" is equal to £57.50 in cash per £100
nominal amount of Bonds, which is expected to be paid by the date
falling 12 months after the Mandatory Redemption Date (subject to
and as provided in the Consent Solicitation Memorandum dated 19
August 2024 (the "Consent Solicitation Memorandum")).
Truva Trust Corporation Plc, which
was appointed as Trustee pursuant to the Deed of Removal and
Appointment dated 17 September 2024, 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 (as defined below) will
only be made to Recorded Bondholders through the Clearing Systems.
A Recorded Bondholder may request from the Trustee at
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 Trustee may charge from time to
time.
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 Trustee shall specify on its
website (www.truvacorp.com)
details of when the Delayed Cash Consideration will be paid (the
"Delayed Cash
Consideration Payment Date").
In accordance with the Trust Deed,
the Company hereby confirms that it has entered into the Charge
over Shares in order to grant security to the Trustee, on behalf of
the Recorded Bondholders, over the Reserve Shares.
Capitalised terms used and not
defined in this notice have the meaning given to them in the
Consent Solicitation Memorandum.
Disclaimer
The distribution of this notice in
certain jurisdictions may be restricted by law. Persons into whose
possession this notice comes must inform themselves about and
observe any such restrictions.
Eros
Media World PLC.