Eros Media World PLC (“Eros Media”, “Eros” or the “Company”)
(NYSE: EMWP), a global Indian media and entertainment company
announces that it will not submit any further appeal with the New
York Stock Exchange (“NYSE”) to review the determination made by
the NYSE to commence proceedings to delist the Company’s A ordinary
shares and suspend trading immediately (the “Staff
Determination”).
The Staff Determination was based on the Company’s inability to
file its annual reports on Form 20-F for the years ending March 31,
2021 and March 31, 2022. In order to file a compliant annual
report, the Company would have to include audited financials
statements of STX Filmworks, Inc., the Company’s accounting
predecessor, for the fiscal years ended March 31, 2019 and March
31, 2020. This was not feasible because, among other reasons, (1)
STX Filmworks, Inc. is no longer part of the Company; (2) the
Company does not have consent to utilize previously disclosed and
audited historical financial statements of STX Filmworks, Inc. in
the Company’s Form 20-F for the transition period ended March 31,
2020; and (3) the Company no longer has access to financial and
accounting information of STX Filmworks, Inc. necessary to produce
audited historical financial statements for the periods at issue.
The Company sought relief from the SEC to omit these historical
financial statements from the delayed Form 20-F for the years
ending March 31, 2021 and March 31, 2022, but was not able to
obtain such relief.
In light of these circumstances, the Company has determined that
it will not be able to produce compliant annual reports on Form
20-F for the years ending March 31, 2021 and March 31, 2022, and
hence has further determined to accept the Staff Determination
without further appeal.
Due to challenges in raising capital given the Company’s
inability to file its annual reports on Form 20-F, the Company is
exploring a number of potential strategies, including selected
asset sales and strategic business restructuring, in order to raise
cash to keep the company operating and to maximize shareholder
value.
The Company further announced that it has successfully concluded
its Annual General Meeting on December 29, 2022 at the registered
office of the Company at First Names House, Victoria Road, Douglas,
Isle of Man IM2 4DF, British Isles.
About Eros Media World
Plc
Eros Media World Plc, (“Eros”, the “Company”) (NYSE: EMWP) is a
global media and entertainment company that acquires, co-produces
and distributes films, digital content and music across multiple
formats such as theatrical, television, OTT digital media streaming
and emerging Web 3.0 ecosystem to consumers around the world. The
Company also owns the leading South Asian OTT platform Eros Now,
which has rights to over 12,000 films across major Indian
languages. For further information, please visit
www.ErosMediaWorld.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information provided in this communication includes
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, and
such statements are subject to the safe harbors created thereby.
Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as “approximately,”
“anticipate,” “believe,” “estimate,” “continue,” “could,” “expect,”
“future,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “will”, “trending” and similar
expressions. Those statements include, among other things, the
discussions of the Company’s business strategy and expectations
concerning its and the Company’s market position and future
operations. All such forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially from those that we are expecting, including, without
limitation: our ability to successfully and cost-effectively source
film content; the Company’s ability to achieve the desired growth
rate of Eros Now; our ability to maintain or raise sufficient
capital; delays, cost overruns, cancellation or abandonment of the
completion or release of the Company’s films; our ability to
predict the popularity of its films, or changing consumer tastes;
our ability to maintain existing rights, and to acquire new rights,
to film content; our ability to successfully defend any future
class action lawsuits we are a party to in the U.S.; anonymous
letters to regulators or business associates or anonymous
allegations on social media regarding the Company’s business
practices, accounting practices and/or officers and directors; our
ability to recoup the full amount of box office revenues to which
it is entitled due to underreporting of box office receipts by
theatre operators; our dependence on our relationships with theatre
operators and other industry participants to exploit the Company’s
film content; our ability to mitigate risks relating to
distribution and collection in international markets; our ability
to compete with other forms of entertainment; our ability to combat
piracy and to protect our intellectual property; our ability to
maintain an effective system of internal control over financial
reporting; contingent liabilities that may materialize, our
exposure to liabilities on account of unfavourable
judgments/decisions in relation to legal proceedings involving the
Company or its subsidiaries and certain of its directors and
officers; our ability to successfully respond to technological
changes; our ability to satisfy debt obligations, fund working
capital and pay dividends; the monetary and fiscal policies of
countries around the world, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices
or other rates or prices; our ability to address the risks
associated with acquisition opportunities; risks that the ongoing
coronavirus pandemic and its spread, and related public health
measures; uncertainty as to the long-term value of the Company’s
ordinary shares; the completion of the Company’s fiscal 2021 and
2022 audit and filing of its Annual Reports on Form 20-F; and
potential asset sales or a strategic business restructuring.
The forward-looking statements contained in this communication
are based on historical performance and management’s current plans,
estimates and expectations in light of information currently
available and are subject to uncertainty and changes in
circumstances. There can be no assurance that future developments
affecting the Company will be those that it has anticipated. Actual
results may differ materially from these expectations due to
changes in global, regional or local political, economic, business,
competitive, market, regulatory and other factors, many of which
are beyond the Company’s control. Should one or more of these risks
or uncertainties materialize or should any of the Company’s
assumptions prove to be incorrect, the Company’s actual results may
vary in material respects from what the Company may have expressed
or implied by these forward-looking statements. The Company
cautions that you should not place undue reliance on any of its
forward-looking statements. Any forward-looking statement made by
the Company in this communication speaks only as of the date on
which the Company makes it. Factors or events that could cause the
Company’s actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them. The
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
applicable securities laws.
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