Report of Foreign Issuer (6-k)

Date : 09/26/2019 @ 11:48AM
Source : Edgar (US Regulatory)
Stock : Eros International Plc (EROS)
Quote : 3.03  -0.01 (-0.33%) @ 12:35AM
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Report of Foreign Issuer (6-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

 

Report of Foreign Private Issuer Pursuant to Section 13(a) -16 or 15(d) - 16 of the Securities Exchange Act of 1934

 

For the month of September, 2019

 

000-23697

(Commission file number)

 

EROS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

________________________________________

 

550 County Avenue

Secaucus, New Jersey 07094

Tel: (201) 558-9001

(Address of principal executive office)

_______________________________________________

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☑   Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Incorporation by Reference

 

This Report on Form 6-K shall be incorporated by reference into the Registrant's Form F-3 Registration Statements (File No. 333-219708 and File No.333-227380), as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed or furnished by the Registrant under the Securities Act of 1933 or the Securities Act of 1934, in each case as amended.

 

 

 

 

The Offering

 

On September 26, 2019, Eros International Plc (the “Company”) announced a registered direct offering (the “Offering”) of $27,500,000 aggregate principal amount of the Company’s Senior Convertible Notes (collectively, the “Notes”). The Offering is being effected pursuant to a prospectus supplement (the “Prospectus Supplement”) under the Company’s Registration Statement on Form F-3 (Registration No. 333-219708), as amended (the “Registration Statement”). The Registration Statement was declared effective on October 2, 2017. The exhibits filed herewith in connection with the issuance of the Notes are hereby incorporated by reference into the Registration Statement.

 

The Notes will be issued and sold pursuant to a Securities Purchase Agreement, dated September 26, 2019 (the “Purchase Agreement”). The Company made certain customary representations, warranties and covenants in the Purchase Agreement concerning, among other things, its business, the Registration Statement and the Prospectus Supplement. The Purchase Agreement also obligates the Company to indemnify the investor for certain losses, including those resulting from breaches of the Company’s obligations, certain third party claims related to the Registration Statement and Prospectus Supplement and other third party claims.

 

The Purchase Agreement provides, as consideration for the Purchase Agreement and pursuant to the provisions of the Company’s existing senior convertible notes due 2020 (the “2017 Notes”), for the Company to waive rights to make redemptions or repayments under the 2017 Notes in cash, and for the holder of the 2017 Notes (the “2017 Holder”) to waive certain specified rights and terms under the 2017 Notes, including certain rights to cash payment of any installment amounts due under the 2017 Notes, and provides for automatic election by the Company to pay each installment amount in the Company’s A ordinary shares, par value GBP 0.30 per share (the “Ordinary Shares”). Additionally, with respect to an aggregate amount of $9 million of installment amounts as to which a conversion notice was delivered by the 2017 Holder but a conversion did not occur prior to the date of the Purchase Agreement as a result of the mutual agreement of the Company and the 2017 Holder, the conversion of such installment shall be deemed to have been voided by the 2017 Holder as of September 3, 2019, such that the installment conversion price was automatically adjusted in accordance with clause (A) of Section 8(b) of the 2017 Note based on the VWAP (as defined in the 2017 Note) of the Ordinary Shares as of August 26, 2019).

 

The Offering is expected to close on or about September 30, 2019 (the actual date of the closing is referred to herein as the “Closing Date”), subject to satisfaction of customary closing conditions. There can be no assurance that the Offering will be consummated. The Company expects to receive approximately $24.5 million in net proceeds from the Offering, after deducting estimated fees and expenses.

 

The Notes

 

The Notes will mature on the date that is the one year anniversary of the Closing Date, unless earlier converted or redeemed, subject to the right of the holders to extend the date under certain circumstances. The Notes will be issued with an original issue discount and will not bear interest except upon the occurrence of an event of default, in which case the Notes shall bear interest at a rate of 6.0% per annum. The Notes will be senior obligations of the Company.

 

All amounts due under the Notes are convertible at any time, in whole or in part, at the holder’s option into Ordinary Shares at the initial conversion price of $3.59. The conversion price is subject to adjustment for stock splits, combinations and similar events, and, in any such event, the number of Ordinary Shares issuable upon the conversion of a Note will also be adjusted so that the aggregate conversion price shall be the same immediately before and immediately after any such adjustment. In addition, the conversion price is also subject to an anti-dilution adjustment if the Company issues or is deemed to have issued securities at a price lower than the then applicable conversion price. Further, if the Company sells or issues any securities with “floating” conversion prices based on the market price of the Ordinary Shares, a holder of a Note will have the right thereafter to substitute the “floating” conversion price for the conversion price upon conversion of all or part the Note.

 

The Notes require “buy-in” payments to be made by the Company for failure to deliver any Ordinary Shares issuable upon conversion.

 

Limitations on Conversion

 

The Notes include a blocker provision that provides a Note may not be converted if, after giving effect to the conversion, the holder of the Note being converted, together with its affiliates, would beneficially own in excess of 4.99% of the Ordinary Shares. This blocker provision may be raised to any other percentage not below 4.99% or in excess of 9.99%, except that any increase will only be effective upon 61-days’ prior notice to the Company.

 

 

 

Participation Rights

 

Holders of Notes are entitled to receive any dividends paid or distributions made to the holders of Ordinary Shares on an “as if converted” basis.

 

Purchase Rights

 

If the Company issues options, convertible securities, warrants, shares or similar securities to holders of Ordinary Shares, each Note holder has the right to acquire the same as if the holder had converted its Note.

 

Fundamental Transactions

 

The Notes prohibit the Company from entering into specified fundamental transactions unless the successor entity assumes all of the Company’s obligations under the Notes under a written agreement before the transaction is completed. Upon specified corporate events, a Note holder will thereafter have the right to receive upon a conversion such shares, securities, cash, assets or any other property which the holder would have been entitled to receive upon the happening of the applicable corporate event had the Note been converted immediately prior to the applicable corporate event. When there is a transaction involving specified changes of control, a Note holder will have the right to force the Company to redeem all or any portion of the holder’s Note for a purchase price in cash equal to the equal to the greater of (i) 105% of the amount being redeemed, (ii) the product of (A) the amount being redeemed multiplied by (B) the quotient of (1) the highest closing sale price of the Ordinary Shares during the period beginning on the date immediately before the earlier to occur of (x) the completion of the change of control and (y) the public announcement of the change of control and ending on the date the holder delivers the redemption notice divided by (2) the conversion price then in effect, or (iii) the product of (A) the amount being redeemed multiplied by (B) the quotient of (1) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Ordinary Share to be paid to the holders of Ordinary Share s upon the completion of the change of control divided by (2) the conversion price then in effect.

 

Authorized Capital

 

On September 25, 2019, the Company’s board of directors approved a resolution increasing the number of shares of the Company available for issue from 150,000,000 to 200,000,000.

 

Exhibits

 

The foregoing summaries of the terms of the agreements and securities described above are not complete and are qualified in their entirety by reference to the full text of the agreements, each of which is attached as an exhibit to this Report of Foreign Issuer on Form 6-K and is incorporated herein by reference.

 

Exhibit No.   Description
     
1.1   Articles of Association
4.1   Form of Senior Convertible Note
10.1   Form of Securities Purchase Agreement

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: September 26, 2019   Eros International Plc
       
       
    By: /s/  Mark Carbeck  
      Name: Mark Carbeck
      Title: Chief Corporate and Strategy Officer
       

 

 

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