Eros Media World Plc -Update UK Bonds 06March2026

Eros Media World PLC

06 March 2026

 

THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE BONDS (AS DEFINED BELOW).

THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE BONDS AND PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO DISTRIBUTE IT ("RELEVANT PERSONS"). IT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVISERS.

IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF THE BONDS, YOU SHOULD IMMEDIATELY FORWARD THIS NOTICE TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

EROS MEDIA WORLD PLC (incorporated as a limited company and registered in the Isle of Man under the Companies Act 2006 with company number 007466V (the "Issuer"))

£50,000,000 9.00 PER CENT. BONDS DUE 2026

ISIN: XS1112834608

(the "Bonds")

Background

Capitalised terms used but not defined in this notice shall have the same meaning given to them in the initial Consent Solicitation Memorandum dated 19 August 2024.

On 19 August 2024, the Issuer launched a Consent Solicitation in respect of the Bonds in the terms set out in the Consent Solicitation Memorandum. The primary purpose of the Consent Solicitation was to enable the mandatory redemption by the Issuer of all the outstanding Bonds on the Mandatory Redemption Date. On 30 December 2024 the Issuer released the RNS, with RNS number 5706R, giving notice of the mandatory redemption of the Bonds pursuant to Condition 5(g) of the Bonds.

The Issuer has prepared this announcement to further update the Bondholders and related investors in the Bonds further to the earlier notifications by the Issuer and Truva Trust Corporation Plc (the "Trustee") in respect of the mandatory redemption of the Bonds.

The Issuer was to pay the Cash Consideration to all eligible Bondholders on the Mandatory Redemption Date. The Cash Consideration is a total consisting of the below:

(a) Upfront Cash Consideration, equal to £7.00 per £100 nominal amount of bonds, and the Consent Fee equal to £0.50 per £100 in nominal amount of bonds.

(b) The Delayed Cash Consideration equal to £57.50 in cash, expected to be paid by the date falling 12 months after the Mandatory Redemption Date.

The Record Date for the Cash Consideration was 7 March 2025, being the business day in London falling immediately prior to the Mandatory Redemption Date. Any purchaser of Bonds after the Record Date was to receive no Cash Consideration.

The Issuer has transferred 71,166,887 shares in Xfinite Global Plc (the "Reserve Shares") to the Trustee pursuant to the Charge over Shares dated 30 December 2024 (the "Charge"). The Reserve Shares, together with the net proceeds of sale thereof, constitute the Charged Property under the Charge and are held by the Trustee as chargeholder (the "Chargeholder") for the benefit of the Recorded Bondholders in accordance with its terms.  Under the Charge, the Issuer is required to use reasonable endeavours to sell, or procure the sale of, the Reserve Shares within the timeframes specified therein in order to generate proceeds to be applied pro rata to the Recorded Bondholders in satisfaction of the relevant Cash Consideration.

Update on Payment Requirements

The Upfront Cash Consideration of £7.00 per £100 nominal amount of Bonds was due to be paid on the Mandatory Redemption Date. In spite of the Issuer's efforts to realise the funds necessary to satisfy the Upfront Cash Consideration it has not been possible to raise all the required funds to make the payments in full.

Proposed Payment and Further Transfer of Shares

In view of the delay in realising the required funds, and in recognition of the ongoing delays, the Issuer now proposes the following revised arrangement for the Upfront Cash Consideration, subject to Bondholder approval, with an aim to achieve this before the end of April 2026:

The issuer will make a cash payment of £1,000,000 (equivalent to £2.00 per £100 nominal amount of Bonds) to the Recorded Bondholders on a pro rata basis. 

In addition, the Issuer proposes to transfer to the Chargeholder additional shares in Xfinite Global Plc with an agreed aggregate value of £2.5 million (the "Additional Shares").  The Issuer will enter into a supplemental deed to the Charge pursuant to which the Additional Shares will be added to the Charged Property and the secured obligations under the Charge will be amended to reflect the increased outstanding amounts due in respect of the Upfront Cash Consideration.  Following execution of such supplemental deed, the Additional Shares will form part of the Charged Property and will be held by the Chargeholder for the benefit of the Recorded Bondholders in accordance with the terms of the Charge (as amended). Any sale of the Additional Shares and application of the net proceeds thereof will be conducted in accordance with Clause 6 and Clause 9 of the Charge (as amended), including pro rata distribution to the Recorded Bondholders.

Shares in Xfinite Global Plc

The management of Xfinite Global Plc has expressed an intention for its shares to be listed within the coming months. If such listing occurs, it may establish a market price and provide enhanced liquidity for the shares. 

Bondholders are reminded that, under the terms of the Charge (as amended), the Issuer is required to use reasonable endeavours to sell, or procure the sale of, the Charged Property by 10 March 2026 in order to generate proceeds for distribution to the Recorded Bondholders. If the Charged Property is not sold by that date in accordance with the minimum aggregate amount specified in the Charge, an Independent Broker will be appointed to arrange a sale in accordance with its terms.

Any listing of Xfinite Global Plc may assist in facilitating such sale; however, there can be no assurance as to the timing, valuation or liquidity of any such listing or the proceeds ultimately realised from any sale of the Charged Property.

Disclaimer

Further information on the revised consent solicitation will be set out in a new consent solicitation memorandum in the next few weeks and the Issuer makes no representation that all relevant information has been disclosed to Bondholders in or pursuant to this notice or otherwise. Accordingly, Bondholders should take their own independent legal, financial, tax or other advice in relation to the information contained in this notice. Contact details for the Issuer are set out below.

This notice does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity.

Eros Media World PLC First Names House Victoria Road Douglas IM2 4DF Isle of Man Attention: Investor Relations Team Email: [e-mail]

Dated: 6^th March 2026

 

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