EROS INTERNATIONAL PLC

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other independent financial adviser. If you have transferred all of your Shares (as defined herein), you should send this document to the transferee or to the agent through whom the transfer was effected for transmission to the transferee. If you have sold or transferred only part of your holding of Shares, you are advised to consult your stockbroker, bank or other agent through whom the sale or transfer was effected. A registration statement relating to the A Ordinary Shares (as defined herein) of the Company (as defined herein) has been filed with the United States Securities and Exchange Commission but has not yet become effective. The A Ordinary Shares may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The notice of the EGM (as defined herein) shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the A Ordinary Shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. EROS INTERNATIONAL PLC (incorporated in the Isle of Man with Company No.: V) PROPOSAL RELATING TO A 1 FOR 3 SHARE CONSOLIDATION Notice of the EGM of the Company, to be held at Fort Anne, Douglas, Isle of Man IM1 5PD on 3 May 2012 at a.m. is set out on page 9 of this document. Whether or not you propose to attend the EGM, you are requested to complete and return the Form of Proxy to the Company s Registered Agent, Cains Fiduciaries Limited, at Fort Anne, Douglas, Isle of Man IM1 5PD in accordance with the instructions printed thereon.

2 CONTENTS DIRECTORS, COMPANY SECRETARY AND ADVISERS... 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS... 4 DEFINITIONS... 5 LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER... 7 NOTICE OF EGM

3 DIRECTORS, COMPANY SECRETARY AND ADVISERS Directors Kishore Lulla (Chairman and Chief Executive Officer) Vijay Ahuja (Executive Vice Chairman) Sunil Lulla (Executive Director) Naresh Chandra (Senior Independent Director and Member of the Audit Committee, Remuneration Committee and Nomination Committee) Dilip Thakkar (Independent Director and Member of the Audit Committee, Remuneration Committee and Nomination Committee) Michael Kirkwood (Independent Director and Member of the Audit Committee and Remuneration Committee) Secretary Richard Vanderplank Registered Office Fort Anne Douglas Isle of Man IM1 5PD Registered Agent Cains Fiduciaries Limited Fort Anne Douglas Isle of Man IM1 5PD Nominated Adviser Evolution Securities Limited 100 Wood Street London EC2V 7AN United Kingdom Legal Advisers to the Company as to the laws of the Isle of Man Legal Advisers to the Company as to US law Legal Advisers to the Company as to English law Registrar Cains Advocates Limited 6 Battery Road 19 th Floor Singapore Gibson, Dunn & Crutcher LLP 2020 Century Park E. Suite 4000 Los Angeles CA Clifford Chance LLP 10 Upper Bank Street London E14 5JJ Computershare Investor Services (Jersey) Limited Queensway House Hillgrove Street St. Helier Jersey JE1 1ES 3

4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date of this document 16 April 2012 Latest time and date for receipt of Forms of Proxy for the EGM EGM 1 May 2012 at a.m. 3 May 2012 at a.m. 4

5 DEFINITIONS In this document, the following definitions apply throughout unless otherwise stated: 1931 Act : the Isle of Man Companies Acts (as amended); 2006 Act : the Isle of Man Companies Act 2006 (as amended); A Ordinary Shares : Shares (other than Shares held by the B Shareholders) which will be redesignated as A Ordinary Shares if resolution 3 set out in the Notice is passed, and which will have such rights and restrictions as are set out in the New Articles; AIM : the market of that name operated by the London Stock Exchange; AIM Delisting : the proposed cancellation of admission to trading on AIM of the A Ordinary Shares; B Ordinary Shares : Shares held by the B Shareholders which will be re-designated as B Ordinary Shares if resolution 3 set out in the Notice is passed, and which will have such rights and restrictions as are set out in the New Articles; B Shareholders : shall have the meaning ascribed to such term in the New Articles; Board : the board of Directors of the Company; Business Day : any day (other than a Saturday, Sunday or public holiday in the Isle of Man and London, England) when banks are open for banking business in the Isle of Man and London, England; Company : Eros International PLC, a company incorporated on 31 March 2006 in the Isle of Man under the 1931 Act which re-registered on 29 September 2011 under the 2006 Act; CREST : a relevant system of which CrestCo Limited is the Operator (as defined by the Isle of Man Uncertificated Securities Regulations 2006 (as amended)); Directors : the directors of the Company from time to time; EGM : the extraordinary general meeting of the Company, notice of which appears at the end of this document; Existing Articles : the existing Articles of Association of the Company; Existing Shares : the existing ordinary shares of 0.10 each in the capital of the Company; First EGM : the extraordinary general meeting of the Company which is to be held at Fort Anne, Douglas, Isle of Man IM1 5PD on 24 April 2012 at a.m.; New Articles : the new Articles of Association of the Company which will be proposed for adoption at the First EGM subject to and with effect only from the listing of the A Ordinary Shares on the NYSE; New Shares : the proposed new ordinary shares of 0.30 each in the capital of the Company; Notice : the notice in respect of the First EGM; NYSE : the New York Stock Exchange; Proposal : shall have the meaning ascribed to such term on page 7 of this document; 5

6 Registration Statement : the registration statement on Form F-1 filed by the Company with the SEC; SEC : the United States Securities Exchange Commission; Shareholders : persons who are registered in the Register of Members of the Company as holders of Shares; Shares : ordinary shares of 0.10 each in the capital of the Company which, if the Proposal is approved, will be consolidated into ordinary shares of 0.30 each or, from the date on which the condition specified in resolution 3 as set out in the Notice is satisfied, A Ordinary Shares and B Ordinary Shares; and US or United States : the United States of America. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. Any reference in this document to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined in the 2006 Act or any statutory modification thereof and not otherwise defined in this document shall have the meaning assigned to it in the 2006 Act or any statutory modification thereof, as the case may be. The headings in this document are inserted for convenience only and shall be ignored in construing this document. 6

7 EROS INTERNATIONAL PLC (incorporated in the Isle of Man under the 2006 Act with company number V) Directors Kishore Lulla Sunil Lulla Vijay Ahuja Naresh Chandra Dilip Thakkar Michael Kirkwood Registered Office Fort Anne Douglas Isle of Man IM1 5PD 16 April 2012 To: The Shareholders of Eros International PLC Dear Sir/Madam, PROPOSED SHARE CONSOLIDATION 1. INTRODUCTION The Company announced on 30 March 2012 that it is asking Shareholders at the First EGM, amongst other things, to waive pre-emption rights in connection with the proposed allotment and issue of certain A Ordinary Shares in connection with a registered initial public offering in the US of such A Ordinary Shares and the proposed listing of A Ordinary Shares on the NYSE. In addition, the Company is also asking Shareholders to vote at the First EGM on the following actions, all of which are subject to, and will have effect only on the listing of the A Ordinary Shares on the NYSE: 1. adoption of the New Articles; 2. re-designation of all Shares, save for those Shares held by the B Shareholders, as A Ordinary Shares; 3. re-designation of all Shares held by the B Shareholders as B Ordinary Shares; and 4. AIM Delisting, as soon as practicable after the listing of the A Ordinary Shares on the NYSE. A document was despatched to all Shareholders on 30 March 2012 in relation to the First EGM which set out the background to the above-mentioned matters and Shareholders are referred to that document for further information on those matters. The Company announced today that it is proposing to carry out a share consolidation on a one-for-three basis in connection with the registered initial public offering in the US of such A Ordinary Shares and the proposed listing of the A Ordinary Shares on the NYSE (the Proposal ). The purpose of this document is to explain the Proposal and the reasons why the Directors unanimously consider the Proposal to be in the best interests of the Company and Shareholders as a whole, and why they recommend that you should vote in favour of the Proposal at the EGM. The EGM is to be held at Fort Anne, Douglas, Isle of Man IM1 5PD on 3 May 2012 at a.m., as set out in the notice set out on page 9 of this document. 2. BACKGROUND TO AND RATIONALE FOR THE PROPOSAL The Board believes that the increased share price resulting from the consolidation would facilitate the marketing and sale of A Ordinary Shares by the Company in the US in connection with the NYSE listing. The Shares will be consolidated on the basis of one New Share for every three Existing Shares. It is proposed that the consolidation will become effective from one minute prior to the effectiveness of the Registration Statement with the SEC. If the Registration Statement does not become effective with the SEC, the Proposal will not be effective and the consolidation will not occur. 7

8 Each New Share will rank pari passu and carry the same rights as set out in the Existing Articles although Shareholders should note that, if adopted at the First EGM, the New Articles will come into effect from the listing of the Company s shares on the NYSE and the New Shares will be re-designated as A Ordinary Shares or B Ordinary Shares (as applicable) upon the NYSE listing. Following the consolidation, fractions will be aggregated and sold by the Company for the best prices reasonably obtainable with the net proceeds being paid and distributed amongst the Shareholders entitled thereto on a due proportional basis. The target date for the AIM Delisting is currently the Business Day following the effective listing of the A Ordinary Shares on the NYSE, however, if the A Ordinary Shares are not listed on the NYSE, the Company will not continue its application for AIM Delisting. New share certificates are expected to be posted to Shareholders who hold their shares in certificated form in the week following the EGM and listing on the NYSE. Such new certificates will replace the existing share certificates which should then be destroyed. Pending the receipt of the new share certificates, transfers of Shares held in certificated form will be certified against the Company s register of members. Shareholders who hold their entitlement to Shares in uncertificated form through CREST will have their CREST accounts adjusted to reflect their entitlement to Shares. All outstanding share options will be adjusted as appropriate to reflect the consolidation. It should be noted that Article 4 of the New Articles refers, amongst other things, to the amount of share capital of the Company available for issue to be 25,000,000 divided into 250,000,000 Shares, and A Ordinary Shares and B Ordinary Shares are defined as having a par value of Whilst this will be correct as at the date of the First EGM, if the consolidation is approved, the amount of share capital of the Company available for issue will be 25,000,000 divided into 83,333, Shares and the A Ordinary Shares and the B Ordinary Shares will have a par value of Shareholders should be aware, that (if the Proposal is approved, the condition specified in the ordinary resolution is satisfied and the condition specified in resolution 3 as set out in the Notice is satisfied) the New Shares will be re-designated as A Ordinary Shares and B Ordinary Shares (as applicable) upon the listing on the NYSE and the respective share classes will have the rights set out in the New Articles. 3. MEETING AND RESOLUTIONS Shareholders will find at the end of this document a notice convening the EGM and a Form of Proxy for use at the EGM. The EGM is convened for the date and time set out in the notice, and will be held at Fort Anne, Douglas, Isle of Man IM1 5PD. In order to be validly passed, the resolution requires to be passed by a simple majority of Shareholders who, being entitled so to do, attend and vote at the EGM in favour of such resolution. 4. ACTION TO BE TAKEN If you are unable to attend the EGM, notice of which appears on page 9 of this document, but wish to exercise your vote, please complete the attached Form of Proxy and return it for the attention of the Company s Registered Agent, Cains Fiduciaries Limited, at Fort Anne, Douglas, Isle of Man IM1 5PD. To be valid the Form of Proxy must be received at the above address not later than 48 hours before the time fixed for the holding of the EGM. Recommendation The Directors consider that the Proposal and other matters referred to in this document are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolution to be proposed at the EGM as they intend to do. Yours faithfully, KISHORE LULLA Chairman and Chief Executive Officer for and on behalf of EROS INTERNATIONAL PLC 8

9 NOTICE OF EXTRAORDINARY GENERAL MEETING EROS INTERNATIONAL PLC (the Company ) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ( EGM ) of the Company will be held at Fort Anne, Douglas, Isle of Man IM1 5PD on 3 May 2012 at a.m. for the purpose of considering and, if thought fit, passing the following resolution which is being proposed as an ordinary resolution. Resolution: That, subject to and with effect from one minute prior to the effectiveness of the Registration Statement on Form F-1 filed by the Company with the United States Securities Exchange Commission, the capital of the Company be altered such that every 3 existing ordinary shares of 0.10 each in the capital of the Company be consolidated into 1 new ordinary share of 0.30 each, such that the share capital of the Company available for issue is 25,000,000 divided into 83,333, ordinary shares of 0.30 each ranking pari passu in all respects with each other. 16 April 2012 By order of the Board RICHARD VANDERPLANK Secretary Registered Office Fort Anne Douglas Isle of Man IM1 5PD Notes (i) (ii) (iii) (iv) (v) (vi) A member entitled to attend and vote at the EGM convened by this Notice is entitled to appoint one or more proxies to attend and, on a poll, to vote in his or her stead. A proxy need not be a member of the Company. In the case of joint holders, the signature of only one of the joint holders is required on the Form of Proxy but the vote of the first named on the register of members will be accepted to the exclusion of other joint holders. To appoint a proxy you may use the Form of Proxy enclosed with this Notice. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be deposited by a.m. on 1 May 2012 at the offices of the Company s Registered Agent, Cains Fiduciaries Limited, Fort Anne, Douglas, Isle of Man IM1 5PD. Pursuant to regulation 22 of the Isle of Man Uncertificated Securities Regulations 2006, the Company has specified that only those holders of the Company s shares registered on the register of members of the Company as at a.m. on 1 May 2012, or, in the event that the EGM is adjourned, on the register of members 48 hours before the time of any adjourned EGM shall be entitled to attend and vote at the EGM in respect of the number of such shares registered in their names at the relevant time. Changes to entries on the register of members after a.m. on 1 May 2012 or, in the event that the EGM is adjourned, on the register of members less than 48 hours before the time of any adjourned EGM, shall be disregarded in determining the right of any person to attend and vote at the EGM. This document relates to the securities of a non-us company. The matters to be considered by the Shareholders at the EGM, including the Proposal, are subject to the disclosure requirements of a foreign jurisdiction that are different from those of the US. Financial statements of the Company have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of US companies. It may be difficult for you to enforce your rights and any claim you may have arising under the US federal securities laws, since the Company is located in a non-us jurisdiction, and some or all of its officers and 9

10 directors may be residents of a non-us country. You may not be able to sue the Company or its officers or directors in a non-us court for violations of the US securities laws. It may be difficult to compel a non-us company and its affiliates to subject themselves to a US court s judgement. (vii) Some of the information presented in this document and in related comments by the Company s management contains forward-looking statements. In some cases, these forward-looking statements are identified by terms and phrases such as aim, anticipate, believe, feel, contemplate, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, future, goal, objective, and similar expressions and include references to assumptions and relate to the Company s future prospects, developments and business strategies. Similarly, statements that describe the Company s strategies, objectives, plans or goals and statements regarding the proposed offering and the anticipated costs of these transactions are forward-looking statements and are based on information available to the Company as of the date of this document. Forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant statement. Such risks and uncertainties include a variety of factors, some of which are beyond the Company s control. In particular, such risks and uncertainties include market conditions. Information concerning these and other factors that could cause results to differ materially from those contained in the forward-looking statements is contained under the caption Risk Factors in the Company s Registration Statement on Form F-1 filed with the US Securities and Exchange Commission. The Company undertakes no obligation to revise the forward-looking statements included in herein to reflect any future events or circumstances, except as required by law. The Company s actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. (viii) This document and the information set forth herein is separate and apart from the Company s Registration Statement and neither this document nor the information set forth herein shall be incorporated by reference therein. 10

11 Printed by RR Donnelley