TIDMERO1
RNS Number : 7438K
Eros STX Global Corporation
03 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 AMED (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 AN ADJOURNED MEETING IN CONNECTION WITH THE CONSENT
SOLICITATION IN RESPECT OF ITS
GBP50,000,000 6.50 PER CENT. BONDS DUE 2021 (the "Bonds")
(ISIN: XS1112834608)
3 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
held via teleconference today, 3 September 2021 (the " 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
").
The Company hereby announces that the Meeting was adjourned for
lack of quorum until 10:00 a.m. (London time) on 20 September 2021
(the meeting of Bondholders at such time, the " Adjourned Meeting
"). Interested parties should review this announcement for
information in respect of the Adjourned Meeting and details of how
to continue to participate in the Consent Solicitation. Based on
the number of Voting Instructions validly submitted prior to the
Final Deadline in favour of the Extraordinary Resolution, the
Company expects to satisfy the quorum requirements and pass the
Extraordinary Resolution at the Adjourned Meeting. The Issuer will
announce the results of the Adjourned Meeting on 20 September
2021.
The Adjourned Meeting
The Adjourned Meeting will be held via teleconference using a
platform hosted by the chairman of the Adjourned Meeting to allow
attendees to participate electronically. Details for accessing the
Adjourned Meeting will be made available to proxies who have been
duly appointed under a block voting instruction, or to holders of
voting certificates issued, in accordance with the procedures set
out in the Bondholder notice dated 3 September 2021 (the "
Adjourned Meeting Notice "). Such proxies and holders of voting
certificates will be contacted by the Tabulation Agent (whose
contact details are set out at the end of this announcement) at
least 24 hours before the Adjourned Meeting in order to ensure that
they are provided with the necessary information for attending and
communicating their votes during the Adjourned Meeting
teleconference.
A Bondholder that has not submitted a valid Voting Instruction
in respect of the Meeting should submit a valid Voting Instruction
on or before 10:00 a.m. (London time) on 17 September 2021 (the "
Adjourned Solicitation Deadline "). Bondholders who validly
submitted Voting Instructions prior to the Meeting and who do not
wish to amend or revoke their Voting Instructions do not need to
take any further action in order to participate in the Adjourned
Meeting.
The attention of Bondholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Extraordinary Resolution at the Adjourned Meeting
which are set out in paragraph 2 of "Voting and Quorum" in the
Adjourned Meeting Notice. Having regard to such requirements,
Bondholders who have not yet done so are strongly urged either to
take steps to be represented at the Adjourned Meeting (including by
way of submitting Voting Instructions) as soon as possible or to
attend the Adjourned Meeting.
The implementation of the Extraordinary Resolution, if passed,
is conditional on the Company not having previously terminated the
Consent Solicitation in accordance with the provisions for such
termination set out in the Consent Solicitation Memorandum under
the heading " Amendment and Termination ".
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
The Consent Solicitation Memorandum contains important
information which should be read carefully before any decision is
made in respect of the Proposal.
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice, including in
respect of tax consequences, immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act
2000 as amended (if you are in the United Kingdom) or from another
appropriately authorised independent adviser (if you are not).
Before making a decision with respect to the Consent
Solicitation, Bondholders should carefully consider all of the
information in the Consent Solicitation Memorandum and, in
particular, the risk factors described therein.
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.
The Company has retained Peel Hunt LLP to serve as Solicitation
Agent and Lucid Issuer Services Limited to serve as Tabulation
Agent with respect to the Consent Solicitation. At any time, the
Solicitation Agent and the Tabulation Agent may trade Bonds for
their own accounts or for the accounts of customers and,
accordingly, may have a long or short position in the Bonds.
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
Questions and requests for assistance in connection with the
delivery of Voting Instructions may be directed to the Tabulation
Agent
TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Owen Morris
Email: eros@lucid-is.com
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
ROMMZGGLVFGGMZM
(END) Dow Jones Newswires
September 03, 2021 12:11 ET (16:11 GMT)
Grafico Azioni Eros Media 26 (LSE:ERO1)
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