TIDMERO1
RNS Number : 3191M
Eros STX Global Corporation
20 September 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK MARKET ABUSE
REGULATION").
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 ANNOUNCEMENT.
EROS STX GLOBAL CORPORATION
(formerly, EROS INTERNATIONAL PLC)
ANNOUNCES SUCCESSFUL COMPLETION OF THE CONSENT SOLICITATION IN
RESPECT OF ITS
GBP50,000,000 6.50 PER CENT. BONDS DUE 2021 (the "Bonds")
(ISIN: XS1112834608)
20 September 2021
On 10 August 2021, Eros STX Global Corporation (formerly, Eros
International 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 ") invited holders
of the Bonds to approve by Extraordinary Resolution at a meeting on
3 September 2021 (the " First Meeting "), certain modifications (as
further described in the consent solicitation memorandum dated 10
August 2021 (the " Consent Solicitation Memorandum ")) to (i) the
terms and conditions of the Bonds (the " Conditions "), (ii) the
Trust Deed and (iii) the Agency Agreement, as well as the waiver of
a breach of certain provisions of the Conditions and of the Trust
Deed and any related Event of Default or Potential Event of Default
(as defined in the Conditions) (such invitation being the " Consent
Solicitation ").
As announced by the Company on 3 September 2021, the First
Meeting was adjourned for lack of quorum until 10:00 a.m. (London
time) today, 20 September 2021 (the meeting of Bondholders at such
time, the " Adjourned Meeting ").
The Company hereby announces that at the Adjourned Meeting the
Extraordinary Resolution set out in the Consent Solicitation and
the notice dated 3 September 2021 convening such Adjourned Meeting
was duly passed. Accordingly, the Company and the other parties
thereto have executed the Supplemental Trust Deed and Supplemental
Agency Agreement referred to in the Consent Solicitation Memorandum
and, consequently, the modifications to the Conditions, the Trust
Deed and the Agency Agreement and the waiver of the relevant
provisions of the Conditions and the Trust Deed described in the
Consent Solicitation Memorandum and the waiver of any related Event
of Default or Potential Event of Default have become effective.
The Payment Date in respect of the Early Voting Fee payable to
those holders eligible to receive such Early Voting Fee will be no
later than 27 September 2021. The aggregate amount of the Early
Voting Fee in respect of the relevant Bonds that are subject to
valid Voting Instructions will be paid to the Clearing Systems for
payment to the cash accounts of the relevant Bondholders in such
Clearing Systems on the Payment Date.
Terms used but not defined in this announcement shall have the
same meanings given to them in the Consent Solicitation
Memorandum.
This announcement does not contain details of the full terms and
conditions of the Consent Solicitation, which are contained in the
Consent Solicitation Memorandum.
Disclaimer
No person is authorised in connection with the Consent
Solicitation to give any information or to make any representation
not contained in the Consent Solicitation Memorandum, and any such
information or representation must not be relied on as having been
authorised by or on behalf of the Issuer, the Solicitation Agent,
the Trustee, the Tabulation Agent or the Principal Paying Agent or
any of their respective affiliates. None of the Solicitation Agent,
the Tabulation Agent, the Trustee or the Principal Paying Agent or
their respective affiliates has separately verified the information
contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility nor
liability is accepted by the Solicitation Agent, the Trustee, the
Tabulation Agent or the Principal Paying Agent or any of their
respective affiliates as to the accuracy or completeness of the
information contained in the Consent Solicitation Memorandum or any
other information provided by it in connection with the Consent
Solicitation.
None of the Solicitation Agent, the Tabulation Agent, the
Trustee, the Principal Paying Agent or any of their respective
directors, employees and affiliates assume any responsibility for
the accuracy or completeness of the information concerning the
Consent Solicitation, the Extraordinary Resolution, the Company or
any of its affiliates or the Bonds in the Consent Solicitation
Memorandum or for any failure by any of them to disclose events
that may have occurred and may affect the significance or accuracy
of such information and the terms of any amendment to the Consent
Solicitation.
None of the Company, the Solicitation Agent, the Tabulation
Agent, the Trustee, the Principal Paying Agent or any director,
officer, employee, agent or affiliate of any such persons are
acting for any Bondholder, or will be responsible to any Bondholder
for providing any protections which would be afforded to its
clients or for providing advice in relation to the Consent
Solicitation or the Extraordinary Resolution, and accordingly none
of the Company, the Solicitation Agent, the Tabulation Agent, the
Trustee, the Principal Paying Agent or any director, officer,
employee, agent or affiliate of any such persons, make any
recommendation whether Bondholders should participate in the
Consent Solicitation or otherwise participate at any Meeting and
none of the Solicitation Agent, the Tabulation Agent, the Principal
Paying Agent or any director, officer, employee, agent or affiliate
of any such persons, make any representation whatsoever regarding
the Consent Solicitation.
The distribution of the Consent Solicitation Memorandum and this
announcement in certain jurisdictions may be restricted by law.
Persons into whose possession the Consent Solicitation Memorandum
or this announcement comes must inform themselves about and observe
any such restrictions.
Questions and requests for assistance in connection with the
Consent Solicitation may be directed to Peel Hunt LLP
SOLICITATION AGENT
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Attention: Stuart Galvin
Email: erosstx@peelhunt.com
Telephone: +44 20 7418 8900
This announcement is released by Eros STX Global Corporation and
contains inside information for the purposes of Article 7 of the UK
Market Abuse Regulation, encompassing information relating to the
Consent Solicitation described above. For the purposes of the UK
Market Abuse Regulation, this announcement is made by Andy Warren
(Chief Financial Officer) at Eros STX Global Corporation.
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END
ROMEAENEAFPFEFA
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