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Eros Media World PLC - Tender & Consent Offer - Results


(the "Bonds") (ISIN: XS1112834608)

30 MARCH 2023

Full announcement including disclaimers and disclosures is available via LONSE

"Results of the Meeting of Bondholders

The Company hereby announces that the Meeting of Bondholders convened by the Company by the delivery of a notice to Bondholders on 8 March 2023 was held earlier today and that the Extraordinary Resolution was duly passed at the Meeting. Accordingly, the Company and the other parties thereto have executed the Third Supplemental Trust Deed and the Second Supplemental Agency Agreement referred to in the Repurchase and Consent Solicitation Memorandum and, consequently, the Proposals referred to in the Repurchase and Consent Solicitation Memorandum have now been implemented (save as referred to below under "Appointment of new Trustee" and "Accession by Eros Worldwide FZE to the Trust Deed as Subsidiary Guarantor").

Repurchase of Bonds

The aggregate nominal amount of Bonds offered for repurchase pursuant to the Repurchase exceeded the Repurchase Cap. The Company is in the process of negotiating an agreement with certain creditors of the Company and its subsidiaries in connection with the Bank of India Facility and certain other debt facilities, the outcome of which will be a factor in determining the aggregate nominal amount of Bonds to be repurchased (the "Repurchase Total"). Accordingly, the Company is not yet in a position to confirm the Repurchase Total but will make a further announcement of the Repurchase Total by no later than 12 April 2023. As the aggregate nominal amount of Bonds offered for repurchase exceeded the Repurchase Cap, once the Repurchase Total has been announced those Bonds which were offered for repurchase will be scaled in the manner described in the Repurchase and Consent Solicitation Memorandum.

This does not affect the date on which payment will be made for the Bonds which are accepted for repurchase (which, as set out in the Repurchase and Consent Solicitation Memorandum is expected to be no later than 21 April 2023), the payment to all Bondholders (including any Bondholders whose Bonds are accepted for repurchase in the Repurchase) of the interest payable for the interest period ending 15 April 2023 on 17 April 2023 (15 April 2023 being a Saturday) or any other terms of the Repurchase and Consent Solicitation."




(the "Bonds") (ISIN: XS1112834608)

08 MARCH 2023

Full announcement available via LONSE

"Eros Media World PLC (formerly, Eros STX Global Corporation) (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") today announces the launch of (i) a Repurchase and (ii) a Consent Solicitation (each as defined below) in respect of the Bonds on the terms set out in the repurchase and consent solicitation memorandum in respect of the Bonds (the "Repurchase and Consent Solicitation Memorandum") dated today's date and prepared by the Company.

Capitalised terms used but not defined herein shall have the same meanings as in the Repurchase and Consent Solicitation Memorandum."



"Rationale for and background to the Repurchase and the Consent Solicitation

On 20 September 2021, the Company (then known as Eros STX Global Corporation) obtained consent from the requisite majority of Bondholders to extend the maturity date of the Bonds to 15 April 2023, in order to give the Company sufficient time to access additional liquidity to fund its operations and to allow it to continue trading as a going concern while its film business, particularly in India, recovered from the COVID-19 pandemic. The Company also obtained Bondholder consent to certain other waivers, including in relation to the timing of provision to the Trustee of copies of its annual financial statements for the year ended 31 March 2021 and financial statements for the six months ended 30 September 2021. As part of the consent process, the rate of interest on the Bonds was increased from 6.50 per cent. per annum to 8.50 per cent. per annum.

On 7 December 2021, the Company entered into a definitive agreement to sell its STX Entertainment subsidiary ("STX Entertainment") to an affiliate of The Najafi Companies ("Najafi"), with Najafi acquiring all issued and outstanding shares of common stock of a parent entity of STX Entertainment and repaying an outstanding senior credit facility of STX Entertainment (the "Senior Credit Facility"). The sale of STX Entertainment to Najafi and repayment of the Senior Credit Facility and other subordinated credit facilities were completed on 25 April 2022. Following the sale of STX Entertainment, the Company was renamed "Eros Media World PLC" on 25 May 2022.

The sale of STX Entertainment was necessary to enable the Company to pursue its long-term strategy and to maximise long-term value for its shareholders, but it has left a legacy of complex financial reporting and other transition issues. While the Company has been diligently working to address such issues, the remaining transition and financial reporting issues have caused a delay in the Company's timely filing of annual and semi-annual reports and other reporting obligations. This has also had a significant impact on the financial position of the Company, which the Company has been working hard to improve ever since.

Ongoing impact of the COVID-19 outbreak on the Company

The COVID-19 outbreak caused significant disruptions to the Company's global operations by restraining the production and distribution of film content, particularly in the Company's primary market of India. The pandemic affected how film content was distributed to various distribution channels due to the closure of cinemas in the United States, India and international territories. There was, however, an increase in streaming and digital licensing revenue for the Company's films due to the closure of cinemas.

As measures to mitigate the spread of COVID-19 have eased or been removed in most countries, the Company is working on a business transformation, recognising the growth in digital businesses driven by the pandemic and emergence of technologies such as blockchain and non-fungible tokens ("NFT"). The number of online video users in India has grown to over 500 million users in 2022, with a 52 per cent. increase in time spent as compared to pre-pandemic levels. Going forward, the Company will be focused on leveraging the value of its content library (one of the world's largest Indian language film libraries with over 3,000 titles), monetising the library to meet the demand for content across streamers, cable and satellite companies and resurgent theatrical window in India. The Company will also continue to focus on direct-to-customer relationships through its Eros Now streaming platform, with a view of improving overall penetration and distribution of Eros Now as a service to further regions in India, and migrating existing subscribers to higher average revenue per user (ARPU) plans. This business transformation will take time to implement fully.

Rationale for the Invitations

As part of the Company's efforts to optimise its debt structure and cost of capital, the Company is offering to repurchase for cash up to £25,000,000 nominal amount of Bonds at the Purchase Price on 15 April 2023 as further described below, using cash made available from the realisation of contracted receivables due from the Company's subsidiaries.

The Company is also inviting Bondholders to approve (1) the Company making certain modifications to (i) the terms and conditions of the Bonds (the "Conditions") contained within the Trust Deed, (ii) the Trust Deed and (iii) the Agency Agreement, (2) the waiver of the breach of certain provisions of the Conditions and of the Trust Deed and any related Event of Default or Potential Event of Default and (3) the appointment of a new trust corporation to replace U.S. Bank Trustees Limited as Trustee (and waiver of any actual or potential breach of related provisions of the Trust Deed).

The Company is offering the Consent Fee to any Bondholder that either (i) offers its Bonds for repurchase in the Repurchase (even if not all of the Bonds in respect of which a Repurchase Instruction is given are accepted for repurchase by the Company), or (ii) votes in favour of the Extraordinary Resolution in the Consent Solicitation. Bondholders who vote against the Extraordinary Resolution, or abstain from voting on the Extraordinary Resolution, or fail to submit Repurchase Instructions or Voting Instructions, or who submit but then validly revoke Repurchase Instructions or Voting Instructions, will not be eligible to receive the Consent Fee. The Consent Fee will only be payable if the Extraordinary Resolution is passed and the Proposals are implemented."


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