EMWP - RNS Notice of Redemption - 28Feb2025

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 NOTICE.

EROS MEDIA WORLD PLCNOTICE RELATING TO REDEMPTION OF ITS£50,000,000 9.00 PER CENT. BONDS DUE 2026

(the "Bonds")(ISIN: XS1112834608)

28 February 2025

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") has given notice of the mandatory redemption of the Bonds pursuant to Condition 5(g) of the Bonds pursuant to a decision of the bondholders following the consent solicitation as described in the Consent Solicitation Memorandum dated 19 August 2024 (the "Consent Solicitation Memorandum").

In accordance with the terms set out in the Consent Solicitation Memorandum the consideration for the redemption is to be provided in two parts consisting of:

(a) the "Upfront Cash Consideration" equal to £7.00 per £100 nominal amount of Bonds, and the "Consent Fee" (payable to eligible holders pursuant to the terms of the consent solicitation) equal to £0.50 per £100 in nominal amount of the Bonds; and

(b) the "Delayed Cash Consideration" equal to £57.50 in cash, which is expected to be paid by the date falling 12 months after the Mandatory Redemption Date (subject to and as provided in the Consent Solicitation Memorandum).

The record date (the "Record Date") used to determine entitlement to the "Cash Consideration" (which term means the Upfront Cash Consideration and the Delayed Cash Consideration), will be 7th March 2025, which is the business day in London falling immediately prior to the "Mandatory Redemption Date", being the date on which the Company is due to give effect to the redemption of the Bonds and to pay the Upfront Cash Consideration (together with the Consent Fee, to eligible Bondholders). In order to receive the Cash Consideration a Bondholder must hold its Bonds on the Record Date. Any purchaser of Bonds after the Record Date will not receive the Cash Consideration.

The Company confirms that it has entered into a Charge over Shares in order to grant security to the Trustee, on behalf of the Recorded Bondholders, over 71,166,887 shares in the capital of Xfinite Global Plc (the "Reserve Shares") it currently holds, for the purposes of the Delayed Cash Consideration (constituting 89.15% of the total Cash Consideration).

The Company intends to pay the Upfront Cash Consideration on the Mandatory Redemption Date or as soon as it has funds available to do so following such date. The Upfront Cash Consideration and Consent Fee will be due and payable from the Mandatory Redemption Date and will bear interest at 9.00 per cent. per annum if not paid on such date.

Truva Trust Corporation Plc, which was appointed as Trustee pursuant to the Deed of Removal and Appointment dated 17 September 2024, will maintain a register of Bondholders on the Record Date (each such Bondholder, a "Recorded Bondholder"), based on information provided by the Clearing Systems. Payment of the amounts due in respect of the Upfront Cash Consideration and the Delayed Cash Consideration will only be made to Recorded Bondholders through the Clearing Systems. A Recorded Bondholder may request from the Trustee at [email protected] a non-transferable receipt (a "Receipt") to evidence its entitlement to the Delayed Cash Consideration, subject to payment of such fee as the Trustee may charge from time to time.

The Delayed Cash Consideration will be paid to Recorded Bondholders through the Clearing Systems as soon as reasonably practicable from the net proceeds resulting from the sale of the Reserve Shares. The Trustee shall specify on its website (www.truvacorp.com) details of when the Delayed Cash Consideration will be paid (the "Delayed Cash Consideration Payment Date").

Capitalised terms used and not defined in this notice have the meaning given to them in the Consent Solicitation Memorandum.

Disclaimer

The distribution of this notice in certain jurisdictions may be restricted by law. Persons into whose possession this notice comes must inform themselves about and observe any such restrictions.

Eros Media World PLC.