Bondholder Update

Eros Media World PLC

30 June 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)

£50,000,000 9.00 per cent. Bonds due 2026

(ISIN: XS1112834608) (the "Bonds")

Bondholder Update

Eros Media World PLC (the "Company") hereby provides an update to Bondholders on the following points:

1. Repurchase Total

Following the Repurchase and Consent Solicitation, which was announced on 8 March 2023, the Company proposes to repurchase no less than £2 million in principal amount of Bonds tendered for repurchase (such amount being the Repurchase Total). The Company expects to settle the Repurchase by no later than 31 March 2024 (the "Settlement Date"), and in the meantime Bondholders who had tendered their Bonds for repurchase will be permitted to revoke their previous Repurchase Instructions so that their Bonds are no longer blocked in the Clearing Systems. The Company reserves the right to increase the Repurchase Total by notice to the Bondholders prior to the Settlement Date.

The Company will issue a notice to Bondholders through the Clearing Systems by no later than 14 July 2023 with further details in relation to the Repurchase, including how Repurchase Instructions may be revoked.

2. Grant of Security

The Company, Eros Worldwide FZE (the "Chargor") and M&G Trustee Company Limited (the "Trustee") have executed a Security Deed dated 30 June 2023 (the "Security Deed") in order to create security over certain intellectual property and other intangible rights held by the Chargor (the "Secured Assets") for the benefit of the Trustee (acting as security trustee) on behalf of the Bondholders. The security created pursuant to the Security Deed is enforceable if a notice of acceleration in respect of the Bonds is given by the Trustee to the Company following the occurrence of an Event of Default that occurs after the date of the Security Deed and is continuing.

The Company or the Chargor may dispose of all or any part of the Secured Assets (and release the security created pursuant to the Security Deed accordingly) without the consent of the Trustee, Security Trustee or Bondholders provided that at least 50% of the net proceeds of any such disposal are used to repay the Bonds (either in full or in part, as the case may be).

The grant of security as described above is in line with the undertaking given by the Company in the Repurchase and Consent Solicitation Memorandum dated 8 March 2023 (the "Repurchase and Consent Solicitation Memorandum").

3. 2021 Audited Financial Statement

The Company confirms that it has provided to the Trustee a copy of its audited consolidated financial statements for the year ended 31 March 2021, in satisfaction of the requirement to do so as described in the Repurchase and Consent Solicitation Memorandum.

4. Payments to Bondholders

The Company confirms that in May it made payment of the following , viz:

(i) the coupon payment due in April 2023, to all Bondholders, and

(ii) the Consent Fee, to eligible Bondholders as per the Repurchase and Consent Solicitation Memorandum.

5. Corporate Restructuring announcement / No breach of Bond terms

In response to a request from the Trustee, the Company has provided to the Trustee a certificate signed by two if its directors, dated 26 June 2023, certifying that (a) no Potential Event of Default or Event of Default, and (b) no breach of the Trust Deed (including, but not limited to, Condition 3(e) of the Conditions), has or will occur as a result of the transactions described in the RNS announcement issued by the Company on 19 June 2023 entitled "Eros Media World Plc Announces Corporate Restructuring".

Capitalised terms used and not defined in this notice have the meaning given to them in the Repurchase and Consent Solicitation Memorandum dated 8 March 2023.

Eros Media World PLC

30 June 2023.

 

END