NOTICE RELATING TO REPURCHASE

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 £50,000,000 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 £2,000,000 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 £60 per £100 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 £100 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.

 

END