As filed with the Securities and Exchange Commission
on December 16, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EROS STX GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
Isle of Man
|
7822
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
3900 West Alameda Avenue, 32nd Floor
Burbank, California 91505
Tel: (818) 524-7000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Noah Fogelson
3900 West Alameda Avenue, 32nd Floor
Burbank, California 91505
Tel: (818) 524-7000
Email: noah@erosstx.com
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale
to the public: From time to time on or after the effective date of this registration statement.
If the only securities being registered on this form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:
☑
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ☐
If this form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: ☐
If this form is a registration statement pursuant to
General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and
Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of
the Securities Act . : ☐
† The term “new or revised financial accounting
standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be
registered
|
|
Amount
to be
Registered(1)(2)
|
|
|
Proposed
maximum
offering
price
per unit(2)
|
|
|
Aggregate
maximum
offering
price(2)
|
|
|
Amount
of
registration
fee
|
|
A Ordinary shares,
par value GBP 0.30 per share
|
|
|
196,262,905
|
|
|
$
|
2.12
|
|
|
$
|
416,077,359
|
|
|
|
45,394.04
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
$
|
416,077,359
|
|
|
$
|
45,394.04
|
|
(1)
|
The
registrant is registering for resale by the selling shareholders herein a total of up to 196,262,905 A ordinary shares. Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) this registration statement also
covers any additional securities that may be offered or issued in connection with any share sub-division, share capitalization
or similar transaction.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee under Rule 457(c) of the Securities Act of 1933, based on the average
of the high and low prices of an A ordinary share on the New York Stock Exchange on December 11, 2020, which was $2.12.
|
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting
pursuant to said Section 8(a) of the Securities Act of 1933, as amended, may determine.
The information in this prospectus
is not complete and may be changed. The selling shareholders may sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated December 16, 2020
PROSPECTUS
EROS STX GLOBAL CORPORATION
196,262,905 A Ordinary
Shares offered by the Selling Shareholders
_____________
The selling shareholders identified in this prospectus may offer
and sell, from time to time, in one or more offerings, up to 196,262,905 of our A ordinary shares. We will not receive any
of the proceeds from the sale of A ordinary shares by the selling shareholders.
The distribution of the A ordinary shares by the selling shareholders
may be effected from time to time by a variety of methods, including:
|
·
|
in underwritten public offerings;
|
|
·
|
in ordinary brokerage transactions on securities exchanges, including the New York Stock Exchange;
|
|
·
|
to or through brokers or dealers who may act as principal or agent; or
|
|
·
|
in one or more negotiated transactions at prevailing market prices or negotiated prices.
|
You should carefully read this prospectus, the applicable prospectus supplement and any related free writing
prospectus, as well as any documents incorporated by reference, before buying any of the A ordinary shares being offered.
The brokers or dealers through or to whom the A ordinary shares may
be sold may be deemed underwriters of the shares within the meaning of the Securities Act of 1933, as amended, in which event all
brokerage commissions or discounts and other compensation received by those brokers or dealers may be deemed to be underwriting
compensation. To the extent required, the names of any underwriters and applicable commissions or discounts and any other required
information with respect to any particular sale will be set forth in an accompanying prospectus supplement. See “Plan of
Distribution” for a further description of how the selling shareholders may dispose of the shares covered by this prospectus.
We are not selling any A ordinary shares
under this prospectus and will not receive any of the proceeds from the sale of the A ordinary shares by the selling shareholders.
Our A ordinary shares are listed on the New York Stock Exchange,
or the NYSE, under the symbol “ESGC.” On December 15, 2020, the last reported sales price of a share of our A ordinary
shares on the NYSE was $2.01. Our principal executive offices are located at 3900 West Alameda Avenue, 32nd Floor, Burbank,
California 91505 and the telephone number of our principal executive offices is +1 (818) 524-7000.
This prospectus may not be used to offer or sell any securities unless
accompanied by a prospectus supplement.
INVESTING IN OUR SECURITIES
INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK
FACTORS” CONTAINED HEREIN ON PAGE 4 AND IN THE APPLICABLE PROSPECTUS SUPPLEMENT, AND IN ANY OTHER DOCUMENT INCORPORATED
BY REFERENCE HEREIN OR THEREIN.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this prospectus is , 2020.
TABLE OF CONTENTS
The
distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe
any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities
offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then
the offer presented in this prospectus does not extend to you.
This prospectus and any accompanying supplement
to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered
securities to which they relate.
We have not authorized anyone to give any
information or make any representation about us that is different from, or in addition to, that contained in this prospectus, including
in any of the materials that we have incorporated by reference into this prospectus and any accompanying prospectus supplement
prepared or authorized by us. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized
by us. You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus
supplement.
You should not assume that the information contained
in this prospectus and any accompanying supplement to this prospectus is accurate on any date subsequent to the date set forth
on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the
date of the document incorporated by reference, even though this prospectus and any accompanying supplement to this prospectus
is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor any sale made hereunder, shall
under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information
incorporated by reference herein is correct as of any time subsequent to the date of such information.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process.
Under this shelf registration process, the selling shareholders may sell certain of our A ordinary shares in one or more offerings.
When the selling shareholders sell A ordinary shares under this shelf registration, we may provide a prospectus supplement
that will contain more specific information about the terms of such offering. In addition, the prospectus supplement
may also add, update or change the information contained or incorporated in this prospectus. The prospectus supplement
will supersede this prospectus to the extent it contains information that is different from, or that conflicts with, the information
contained or incorporated in this prospectus. You should read and consider all information contained in this prospectus and the
applicable prospectus supplement in making your investment decision. You should also read and consider the information contained
in the documents identified under the heading “Incorporation of Certain Documents by Reference” and “Where You
Can Find More Information” in this prospectus.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein
have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional
Information.”
Unless otherwise indicated or the context otherwise
requires, the terms “we,” “us,” “our,” the “Company,” “and similar terms
refer to Eros STX Global Corporation, an Isle of Man company limited by shares, and its consolidated subsidiaries. “Eros”
refers to “Eros International Plc. prior to the Merger (as defined herein). “STX” refers to STX Filmworks, Inc.
All references in this prospectus to “dollars”
or “$” are to United States dollars.
All references in this prospectus to “GBP”
are to British pound sterling.
RISK FACTORS
Investing in our A ordinary shares involves a
high degree of risk. You should carefully consider the risks, uncertainties and other factors described under the heading “Risk
Factors” in our filings with the SEC, including in our recent Transition Report on Form 20-F submitted to the SEC on October
30, 2020, as supplemented and updated by subsequent Reports of Foreign Private Issuer on Form 6-K that we have submitted or will
submit to the SEC, and in other documents which are incorporated by reference into this prospectus, as well as the risk factors
and other information contained in or incorporated by reference into any accompanying prospectus supplement and any related free
writing prospectus.
If any of these risks were to occur, our business,
affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected.
If this occurs, the trading price of our A ordinary shares could decline, and you could lose all or part of your investment. For
more information about our SEC filings, please see “Where You Can Find More Information.”
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, any accompanying prospectus
supplement or any document incorporated by reference may include “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act, and such statements are subject to the safe harbors created thereby. Generally, these forward-looking
statements can be identified by the use of forward-looking terminology such as “approximately,” “anticipate,”
“believe,” “estimate,” “continue,” “could,” “expect,” “future,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,”
“seek,” “should,” “will” and similar expressions. Those statements include, among other things,
the discussions of the combined company’s business strategy and expectations concerning its and the combined company’s
market position, future operations, margins, profitability, liquidity and capital resources, tax assessment orders and future capital
expenditures. All such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ
materially from those that we are expecting, including, without limitation: our ability to successfully and cost-effectively source
film content; the combined company’s ability to achieve the desired growth rate of Eros Now, its digital over-the-top (“OTT”)
entertainment service; our ability to maintain or raise sufficient capital; delays, cost overruns, cancellation or abandonment
of the completion or release of the combined company’s films; our ability to predict the popularity of its films, or changing
consumer tastes; our ability to maintain existing rights, and to acquire new rights, to film content; our ability to successfully
defend any future class action lawsuits it is a party to in the U.S.; anonymous letters to regulators or business associates or
anonymous allegations on social media regarding the combined company’s business practices, accounting practices and/or officers
and directors; the combined company’s dependence on the Indian box office success of its Hindi and high budget Tamil and
Telugu films; our ability to recoup the full amount of box office revenues to which it is entitled due to underreporting of box
office receipts by theater operators; our dependence on our relationships with theater operators and other industry participants
to exploit the combined company’s film content; our ability to mitigate risks relating to distribution and collection in
international markets; fluctuation in the value of the Indian rupee against foreign currencies; our ability to compete in the Indian
film industry; our ability to compete with other forms of entertainment; our ability to combat piracy and to protect its intellectual
property; our ability to maintain an effective system of internal control over financial reporting; contingent liabilities that
may materialize, our exposure to liabilities on account of unfavorable judgments/decisions in relation to legal proceedings involving
the combined company or its subsidiaries and certain of its directors and officers; our ability to successfully respond to technological
changes; regulatory changes in the Indian film industry and our ability to respond to them; our ability to satisfy debt obligations,
fund working capital and pay dividends; the monetary and fiscal policies of India and other countries around the world, inflation,
deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices; our ability
to address the risks associated with acquisition opportunities; risks that the ongoing novel coronavirus pandemic and its spread,
and related public health measures in India and elsewhere, may have material adverse effects on our business, financial position,
results of operations and/or cash flows; challenges, disruptions and costs of the Merger and related transactions, integrating
the Eros and STX businesses and achieving anticipated synergies, and the risk that such synergies will take longer to realize than
expected or may not be realized in whole or in part; the amount of any costs, fees, expenses, impairments and charges related to
the Merger and related transactions; uncertainty as to the effects of the consummation of the Merger and related transactions on
the market price of our A Ordinary Shares and/or the combined company’s financial performance; and uncertainty as to the
long-term value of the combined company’s ordinary shares.
The forward-looking statements contained in this
prospectus are based on historical performance and management’s current plans, estimates and expectations in light of information
currently available and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments
affecting the combined company will be those that it has anticipated. Actual results may differ materially from these expectations
due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many
of which are beyond our control. Should one or more of these risks or uncertainties materialize or should any assumptions prove
to be incorrect, actual results may vary in material respects from what may have expressed or implied by these forward-looking
statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement
made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results
to differ may emerge from time to time, and it is not possible to predict all of them. We undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required
by applicable securities laws.
COMPANY OVERVIEW
Our Company
We are a global entertainment company headquartered
in Burbank, California (the former headquarters of STX), with Eros India operations headquartered in Mumbai, India (the former
headquarters of Eros). We produce, market and distribute content to audiences around the world across traditional and digital media
platforms. Prior to the Merger (as defined below), Eros was founded in 1977 and was one of the oldest companies in the Indian film
industry to focus on international markets and STX was founded in 2011 and was a leading independent Hollywood studio focused on
producing, marketing, owning and distributing film and television content for global audiences across traditional and digital media
platforms. On July 30, 2020, we completed the Merger with STX, a transaction that has further scaled our global operations and
diversified our global sources of revenue and consumers. Following the Merger, we changed our name to Eros STX Global Corporation.
Our A Ordinary Shares are listed on the NYSE; symbol “ESGC”.
We believe we are pioneers in our business. Our
success is built on the relationships we have cultivated with leading talent, producers, exhibitors and other key participants
in the entertainment industry in the U.S. and India and with our partners around the world. We have aggregated multi-format rights
to over 3,000 films in the Eros library, including recent and classic titles that span different genres, budgets and languages,
and STX has amassed a high-quality library of 48 films that generates substantial revenue.
We believe the Merger will drive long-term growth
in diversified markets and provide a consistent revenue profile for our Company. Our digital platform, Eros Now, is the largest
Indian-content OTT entertainment service network and an important part of our global strategy of delivering quality content direct
to consumers around the world.
The Merger
As previously disclosed, on July 30, 2020, our
subsidiary England Holdings 2, Inc. merged with and into STX, with STX remaining as the surviving corporation and a wholly owned
subsidiary of Eros (the “Merger”) in accordance with the terms of an Agreement and Plan of Merger, dated as of April
17, 2020 (as amended, restated or otherwise modified from time to time, the “Merger Agreement”) by and among Eros,
STX, England Holdings 2, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Eros) and England Merger 1 Corp.,
a Delaware corporation and direct wholly owned subsidiary of England Holdings 2. The Merger was accounted for as a business combination
using the acquisition method of accounting under the provisions of ASC 805, with STX selected as the accounting acquirer under
this guidance. Consequently, our historical financial statements (in all subsequent financial statements that reflect the Merger)
are those of STX.
Company Information
Eros STX Global Corporation is a company limited
by shares incorporated in the Isle of Man, company number 007466V. We maintain our registered office at First Names House, Victoria
Road, Douglas, Isle of Man IM2 4DF, British Isles, and our principal executive office in the U.S. is at 3900 West Alameda Avenue,
32nd Floor, Burbank, California 91505, and our telephone number is +1(818) 524-7000. We maintain a website at www.ErosSTX.com.
Information contained in our website is not a part of, and is not incorporated by reference into, this prospectus. You should only
rely on the information contained or incorporated by reference in this prospectus or any accompanying prospectus supplement when
making a decision as to whether or not to invest in our A ordinary shares.
CAPITALIZATION
A prospectus supplement or Report of Foreign
Private Issuer on Form 6-K incorporated by reference into the registration statement of which this prospectus forms a part will
include information on our consolidated capitalization.
USE OF PROCEEDS
The
selling shareholders will receive all net proceeds from the sale of the A ordinary shares offered by this prospectus and any applicable
prospectus supplement. We will not receive any of the proceeds from the sale of A ordinary shares by the selling shareholders.
DESCRIPTION OF A ORDINARY SHARES
We were incorporated in the Isle of Man as Eros
International Plc on March 31, 2006 under the Companies Act 1931 Act (the “1931 Act”), as a public company limited
by shares. Effective as of September 29, 2011, we were de-registered under the 1931 Act and re-registered as a company limited
by shares under the Companies Act 2006 (the “2006 Act”). The 2006 Act provides that re-registration does not prejudice
or affect in any way the continuity or legal validity of a company.
Unless our board of directors shall otherwise
direct, the share capital available for issue is GBP 150,000,000 divided into 500,000,000 ordinary shares designated as either
A ordinary shares or B ordinary shares.
On December 11, 2020, 185,317,843 A ordinary
shares and 21,700,418 B ordinary shares were issued and outstanding.
The following is a description of the material
provisions of our ordinary shares and the other material terms of our articles of association and certain provisions of Isle of
Man law. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of association,
copies of which have been filed with the SEC.
Dividends
Holders of our A ordinary shares and B ordinary
shares whose names appear on the register on the date on which a dividend is declared by our board of directors are entitled to
such dividends according to the shareholders’ respective rights and interests in our profits and subject to the satisfaction
of the solvency test contained in the 2006 Act. Any such dividend is payable on the date declared by our board of directors, or
on any other date specified by our board of directors. Under the 2006 Act, a company satisfies the solvency test if (a) it is able
to pay its debts as they become due in the normal course of its business and (b) the value of its assets exceeds the value of its
liabilities. Under certain circumstances, if dividend payments are returned to us undelivered or left uncashed, we will not be
obligated to send further dividends or other payments with respect to such ordinary shares until that shareholder notifies us of
an address to be used for the purpose. In the discretion of our board of directors, all dividends unclaimed for a period of twelve
months may be invested or otherwise used by our board of directors for our benefit until claimed (and we are not a trustee of such
unclaimed funds) and all dividends unclaimed for a period of twelve years after having become due for payment may be forfeited
and revert to us.
Voting Rights
Each A ordinary share is entitled to one vote
on all matters upon which the ordinary shares are entitled to vote, and each B ordinary share is entitled to ten votes. In order
to vote at any meeting of shareholders, a holder of B ordinary shares will first be required to certify that it is a permitted
holder as defined in our articles.
General Meetings
Unless unanimously approved by all shareholders
entitled to attend and vote at the meeting, all general meetings for the approval of a resolution appointing a director may be
convened by our board of directors with at least 21 days’ notice (excluding the date of notice and the date of the general
meeting), and any other general meeting may be convened by our board of directors with at least 14 days’ notice (excluding
the date of notice and the date of the general meeting). A quorum required for any general meeting consists of shareholders holding
at least 30% of our issued share capital. The concept of “ordinary,” “special” and “extraordinary”
resolutions is not recognized under the 2006 Act, and resolutions passed at a meeting of shareholders only require the approval
of shareholders present in person or by proxy, holding in excess of 50% of the voting rights exercised in relation thereto. However,
as permitted under the 2006 Act, our articles of association incorporate the concept of a “special resolution” (requiring
the approval of shareholders holding 75% or more of the voting rights exercised in relation thereto) in relation to certain matters,
such as directing the management of our business (subject to the provisions of the 2006 Act and our articles), sanctioning a transfer
or sale of the whole or part of our business or property to another company (pursuant to the relevant section of the 1931 Act)
and allocating any shares or other consideration among the shareholders in the event of a winding up.
Rights to Share in Dividends
Our shareholders have the right to a proportionate
share of any dividends we declare.
Limitations on Right to Hold Shares
Our articles identify certain “permitted
holders” of B ordinary shares. Any B ordinary shares transferred to a person other than a permitted holder will, immediately
upon registration of such transfer, convert automatically into A ordinary shares. If the voting power of the B ordinary shares
in issue is at any time less than 2% of the voting power of all ordinary shares in issue, such B ordinary shares will, as soon
as reasonably practicable, convert automatically into an equivalent number of fully paid A ordinary shares.
Untraceable Shareholders
Under certain circumstances, if any payment with
respect to any ordinary shares has not been cashed and we have not received any communications from the holder of such ordinary
shares, we may sell such ordinary shares after giving notice in accordance with procedures set out by our articles to the holder
of the ordinary shares and any relevant regulatory authority.
Action Required to Change Shareholder Rights or Amend
Our Memorandum or Articles of Association
All or any of the rights attached to any class
of our ordinary shares may, subject to the provisions of the 2006 Act, be amended either with the written consent of the holders
of 75% of the issued shares of that class or by a resolution passed at a general meeting of the holders of shares of that class.
Furthermore, our memorandum and articles of association may be amended by a special resolution of the holders of 75% of the issued
shares.
Liquidation Rights
On a return of capital on winding up, assets
available for distribution among the holders of ordinary shares will be distributed among holders of our ordinary shares on a pro
rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed
so that the losses are borne by our shareholders proportionately.
Minority Shareholder Protections
Under the 2006 Act, if a shareholder believes
that the affairs of the company have been or are being conducted in a manner that is unfair to such shareholder or unfairly prejudicial
or oppressive, the shareholder can seek a range of court remedies including winding up the company or setting aside decisions in
breach of the 2006 Act or the company’s memorandum and articles of association. Further, if a company or a director of a
company breaches or proposes to breach the 2006 Act or its memorandum or articles of association, then, in response to a shareholder’s
application, the Isle of Man Court may issue an order requiring compliance with the 2006 Act or the memorandum or articles of association;
alternatively, the Isle of Man Court may issue an order restraining certain action to prevent such a breach from occurring.
The 2006 Act also contains provisions that enable
a shareholder to apply to the Isle of Man Court for an order directing that an investigation be made of a company and any of its
associated companies.
Registration Rights
2020 Registration Rights Agreement
Pursuant to the Merger Agreement, we entered
into a Registration Rights Agreement (the “2020 Registration Rights Agreement”) with certain shareholders of the Company
affiliated with Kishore Lulla and his family (the “Founders Group”) and certain former stockholders of STX (the “STX
Holders”) who were (i) entitled to receive contingent value rights (“CVRs”) in the Merger and/or (ii) purchasers
of A ordinary shares in connection with certain equity financing arrangements contemplated in the Merger Agreement (the “Equity
Financing”).
Pursuant to the 2020 Registration Rights Agreement,
we are required to prepare and file with the SEC a registration statement on Form F-3 providing for the resale from time to time
of the A ordinary shares issued (1) at the effective time of the Merger (the “Effective Time”) to the STX Holders who
purchased A ordinary shares in the Equity Financing and (2) upon the settlement of the CVRs issued to the STX Holders pursuant
to the Merger Agreement. We have agreed to use our commercially reasonable efforts to keep the registration statement continuously
effective until the earliest of (i) the date as of which all A ordinary shares covered by this registration statement have been
sold, (ii) such shorter period as may be agreed by all of the STX Holders holding A ordinary shares then covered by this registration
statement or (iii) the four-year anniversary of the date of effectiveness of this registration statement.
The STX Holders have the right, from time to
time, to cause us to undertake underwritten offerings or sales of A ordinary shares covered by the this registration statement
having an aggregate value of at least $20 million (each, a “Shelf Take-Down”), in each case at our expense. We will
not be obligated in any calendar year to effect more than four block trade Shelf Take-Downs or one Shelf Take-Down that is not
a block trade.
In addition to the rights of the STX Holders
under the 2020 Registration Rights Agreement, the Founders Group has the right, from time to time after the three-month anniversary
of the effective date of the Merger, to demand registration, at our expense, of A ordinary shares having an aggregate value of
at least $20 million. We will not be obligated to effect more than five such demand registrations, in the aggregate, and such demand
registrations are subject to customary “piggyback” registration rights in favor of the STX Holders and the Founders
Group.
Reliance Registration Rights
Agreement
We entered into a registration rights agreement with Reliance Industrial
Investments and Holdings Limited, dated August 8, 2018 (the "Reliance Registration Rights Agreement") in connection with
the purchase by Reliance Industries Limited ("Reliance"), of our A ordinary shares. The terms of the Reliance Registration
Rights Agreement required that we register the resale of the A ordinary shares held by Reliance as of the date of the Reliance
Registration Rights Agreement and also requires that we register the resale of any A ordinary shares subsequently acquired by Reliance.
We filed a Registration Statement on Form F-3 (File No. 333-227380) on September 17, 2018 as required by the Reliance Registration
Rights Agreement. The SEC declared the registration statement effective on October 9, 2018.
Anti-takeover Effects of Our Dual Class Structure
As a result of our dual class structure, the
Founders Group and our executives and employees will have significant influence over all matters requiring shareholder approval,
including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its
assets. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control
transaction that other shareholders may view as beneficial.
U.K. Code on Takeovers and Mergers
The City Code on Takeovers and Mergers, or the
City Code, will apply to us, if the UK Panel on Takeovers and Mergers, or the Panel, considers that our place of central management
and control is in the United Kingdom, the Channel Islands or the Isle of Man. Under the City Code (amongst other rules designated
to protect shareholders), if an acquisition of interests in the A ordinary shares and/or B ordinary shares were to increase the
aggregate holding of an acquirer and persons acting in concert with it to an interest in the A ordinary shares and/or B ordinary
shares carrying 30% or more of the voting rights exercisable at a general meeting of the Company, the acquirer and, depending upon
the circumstances, persons acting in concert with it, would be required (except with the consent of the Panel) to make a cash offer
(or an offer with a cash alternative) for the outstanding A ordinary shares and B ordinary shares and any other equity share capital
we have issued at a price not less than the highest price paid for any interest in the A ordinary shares or B ordinary Shares (as
applicable) by the acquirer or persons acting in concert with it during the 12 months prior to the announcement of the offer. Offers
for different classes of equity share capital must be comparable and the Panel should be consulted in advance in such cases. A
similar obligation to make such a mandatory offer would also arise on the acquisition of an interest in A ordinary shares and/or
B ordinary shares by a person holding (together with persons acting in concert with it) an interest in A ordinary shares and/or
B ordinary shares carrying between 30% and 50% of the voting rights in the Company if the effect of such acquisition was to increase
the percentage of shares carrying voting rights in which it is interested.
Indian Takeover Regulations
The SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 2011 (the “Takeover Regulations”) came into effect on October 22, 2011, which was last amended
on August 14, 2017, superseding the earlier takeover regulations. The Takeover Regulations provide the process, timing and disclosure
requirements for a public announcement of an open offer in India and the applicable pricing norms.
Pursuant to the Takeover Regulations, a requirement
to make a mandatory open offer by an “acquirer” (together with persons acting in concert with it) for at least 26%
of the total shares of the Indian listed company, to all shareholders of such company (excluding the acquirer, persons acting in
concert with it and the parties to any underlying agreement including persons deemed to be acting in concert) is triggered, subject
to certain exemptions including transfers between promoters, if an acquirer acquires shares or voting rights in the Indian listed
company, which together with its existing holdings and those of any persons acting in concert with him entitle the acquirer and
persons acting in concert to exercise 25% or more of the voting rights in the Indian listed company; or an acquirer that holds
between 25% and the maximum permissible non-public shareholding of an Indian listed company, acquires additional voting rights
of more than 5% during a financial year; or an acquirer acquires, directly or indirectly, control over an Indian listed company,
irrespective of acquisition of shares or voting rights in the Indian listed company.
An acquisition of shares or voting rights in,
or control over, any company that would enable a person to exercise or direct the exercise of such percentage of voting rights
in, or control over, an Indian listed company, the acquisition of which would otherwise attract the obligation to make an open
offer under the Takeover Regulations will also trigger a mandatory open offer under the Takeover Regulations. Where the primary
target of the acquisition is an overseas parent of an Indian listed company and the Indian listed company represents over 80% of
a specified materiality parameter (including asset value, revenue or market capitalization) of the overseas parent company, such
acquisition would be treated as a “direct acquisition” of the Indian listed company.
Compulsory Acquisitions under the 2006 Act
Under the 2006 Act, where a scheme or contract
involving the acquisition of a company’s shares has within sixteen weeks after the making of the offer been approved by the
holders of not less than 90% in value of the shares affected, the acquiring party may, within eight weeks after the expiration
of the sixteen-week period, by notice to the remaining shareholders compulsorily acquire their shares. The dissenting shareholders
may, however, within one month of the date of the notice, apply to court for relief.
Differences in Corporate Law
A chart summarizing certain material differences
between the rights of holders of our A ordinary shares and the rights of holders of the common stock of a typical corporation incorporated
under the laws of the State of Delaware that result from differences in governing documents and the laws of Isle of Man and Delaware
contained in our Transition Report on Form 20-F for the transition period from September 30, 2019 to March 31, 2020 is incorporated
by reference.
Changes in Capital
The conditions in our articles of association
governing changes in capital are not more stringent than as required under the 2006 Act. Our articles of association provide that
our directors may, by resolution, alter our share capital. The 2006 Act subjects any reduction of share capital to the statutory
solvency test. The 2006 Act provides that a company satisfies the solvency test if it is able to pay its debts as they become due
in the normal course of the company’s business and where the value of the company’s assets exceeds the value of its
liabilities.
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary
shares is Computershare Trust Company, N.A.
New York Stock Exchange
Our A ordinary shares are listed on New York
Stock Exchange under the symbol “ESGC.”
SELLING SHAREHOLDERS
This prospectus covers the public resale of the
A ordinary shares owned by the selling shareholders named below. Such selling shareholders may from time to time sell some, all
or none of their respective shares. We do not know how long the selling shareholders will hold the shares offered hereunder before
selling them and the selling shareholders make no representation that any A ordinary shares covered by this prospectus will or
will not be offered for sale.
The following table sets forth the name of each
of the selling shareholders, the number of our A ordinary shares and the percentage of our A ordinary shares beneficially owned
by each selling shareholder prior to this offering, the number of shares that may be offered under this prospectus by each selling
shareholder, and the number of A ordinary shares and the percentage of our A ordinary shares to be beneficially owned by each selling
shareholder after completion of this offering, assuming that all shares offered hereunder are sold as contemplated herein.
The total A ordinary shares listed for each
selling shareholder in the table below includes an estimate of A ordinary shares to be received as consideration for the Merger
on the date (the “Settlement Date”) that is the earlier to occur of (1) the effectiveness of the registration statement
of which this prospectus forms a part and (2) January 30, 2021. Pursuant to the Merger Agreement, at the effective time of the
Merger, each share of STX preferred stock issued and outstanding immediately prior to the Merger was converted into the right
to receive a number of CVRs, and such CVRs in turn entitle the holder thereof to receive, on the Settlement Date, a number of
our A ordinary shares to be calculated in accordance with certain agreements governing the CVRs. The aggregate number of A ordinary
shares to be issued to the selling shareholders and the allocation of shares among the selling shareholders will be calculated
using the 10-day trailing volume weighted average price of our A ordinary shares (“VWAP”) on the Settlement Date.
The estimates reflected in the table below are based on a VWAP of $2.12 on December 11, 2020. The aggregate number
of A ordinary shares to be issued to the selling shareholders upon settlement of the CVRs will be equal to, and will in no event
exceed, 171,912,291.
The number of A ordinary shares in the column
“Maximum Number of A Ordinary Shares That May Be Offered” represents all of the A ordinary shares that each of the
selling shareholders may offer under this prospectus. The selling shareholders may have sold or transferred, in transactions exempt
from the registration requirements of the Securities Act, some or all of their respective shares since the date on which the information
in the table is presented. Information about the selling shareholders may change over time.
Information with respect to beneficial ownership
is based on our records, information filed with the SEC or information furnished to us by each selling shareholder. Beneficial
ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in
cases where community property laws apply or as indicated in the footnotes to this table, we believe that each shareholder identified
in the table possesses sole voting and investment power over all A ordinary shares shown as beneficially owned by such shareholder.
|
A Ordinary Shares
Beneficially Owned
|
Maximum Number of
A Ordinary Shares That May Be Offered
|
A Ordinary Shares
Beneficially Owned after this Offering (assuming the sale of all A ordinary shares that may be sold hereunder)
|
|
A Ordinary Shares
|
Percentage of Total
Outstanding A Ordinary shares(1)
|
A Ordinary Shares
|
Percentage of Total
Outstanding
A Ordinary shares(1)
|
Alphagold
Investments Ltd.
|
51,190
|
0.03%
|
51,190
|
0
|
—
|
Andrew
Warren(2)
|
3,125,082
|
1.69%
|
3,125,082
|
0
|
—
|
Anna
Standish(3)
|
736,502
|
0.40%
|
736,502
|
0
|
—
|
Black
Fish Blue Fish, LLC(4)
|
9,259,202.00
|
5.00%
|
9,259,202
|
0
|
—
|
Boston
Fern Investment Limited(5)
|
2,255,782
|
1.22%
|
2,255,782
|
0
|
—
|
CFIC-2015
NV - NG STX Investments, LLC
|
409,654
|
0.22%
|
409,654
|
0
|
—
|
Cheng
Kar Shing(6)
|
263,231
|
0.14%
|
263,231
|
0
|
—
|
Codelouf
Ltd.(7)
|
262,973
|
0.14%
|
262,973
|
0
|
—
|
CTBC
Venture Capital Co., Ltd.
|
51,251
|
0.03%
|
51,251
|
0
|
—
|
Ever
Star Trading Limited(8)
|
525,959
|
0.28%
|
525,959
|
0
|
—
|
Entities
affiliated with Hony Capital(9)
|
62,640,561
|
33.80%
|
62,640,561
|
0
|
—
|
Lakeside
Investment Management Ltd.(10)
|
1,318,735
|
0.71%
|
1,318,735
|
0
|
—
|
Liberty
Global Ventures Limited (11)
|
5,804,799
|
3.13%
|
5,804,799
|
0
|
—
|
Mijing
Holdings Company Limited
|
51,282
|
0.03%
|
51,282
|
0
|
—
|
Miracle
of Hob Management Ltd.
|
102,381
|
0.06%
|
102,381
|
0
|
—
|
MNJP
Corporation
|
51,665
|
0.03%
|
51,665
|
0
|
—
|
New
Enterprise Associates 16, L.P.
|
98,365
|
0.05%
|
98,365
|
0
|
—
|
Palace
Global Investments Ltd.(12)
|
261,533
|
0.14%
|
261,533
|
0
|
—
|
PCCW
Media Limited(13)
|
19,888,066
|
10.73%
|
19,888,066
|
0
|
—
|
PE
Fund LP(14)
|
3,628,305
|
1.96%
|
3,628,305
|
0
|
—
|
Per
Utnegaard & Partners GmbH(15)
|
263,356
|
0.14%
|
263,356
|
0
|
—
|
Ptolemy
Capital, LLC(16)
|
3,702,468
|
2.00%
|
3,702,468
|
0
|
—
|
Red
Fish Blue Fish, LLC
|
2,384,006
|
1.29%
|
2,384,006
|
0
|
—
|
The
Michael and Karen Stone Family Foundation, Inc.
|
144,346
|
0.08%
|
144,346
|
0
|
—
|
The
Raine Group LLC
|
33,792
|
0.02%
|
33,792
|
0
|
—
|
The
McGrath Family Trust, dated December 20,2012
|
61,716
|
0.03%
|
61,716
|
0
|
—
|
TPG
Funds(17)
|
72,874,671
|
39.32%
|
72,874,671
|
0
|
—
|
Wump
of Gump, LLC
|
6,012,032
|
3.24%
|
6,012,032
|
0
|
—
|
(1) Calculated on the basis of 185,317,843 A ordinary shares outstanding
as of December 11, 2020; does not reflect the additional issuance of approximately 171,912,264 A ordinary shares
in connection with the CVRs upon the earlier of (i) the effectiveness of this Registration Statement and (ii) January 30, 2021.
(2) Includes 601,157 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement, dated July 30, 2020, among Eros and the investors party thereto (the “Pipe Subscription Agreement”)
and 2,523,925 A ordinary shares estimated to be received in connection with the settlement of the CVRs on the Settlement
Date.
(3) Includes 127,198 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 609,304 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(4) Includes 1,803,471 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 7,455,731 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(5) Includes 454,518 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 1,801,264 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(6) Includes 53,011 A ordinary shares purchased pursuant to the PIPE
Subscription Agreement and 210,220 A ordinary shares estimated to be received in connection with the settlement of the CVRs
on the Settlement Date.
(7) Includes 53,075 A ordinary shares purchased pursuant to the PIPE
Subscription Agreement and 209,898 A ordinary shares estimated to be received in connection with the settlement of the CVRs
on the Settlement Date.
(8) Includes 105,764 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 420,195 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(9) Includes 7,965,334 A ordinary shares purchased by Marco Alliance
Limited pursuant to the PIPE Subscription Agreement and an aggregate amount of 54,675,227 A ordinary shares estimated to
be received by Marco Alliance Limited in connection with the settlement of the CVRs on the Settlement Date.
(10) Includes 265,379 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 1,053,356 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(11) Includes 901,735 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 4,903,064 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(12) Includes 52,639 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 208,894 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(13) Includes 2,705,207 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 17,182,859 A ordinary shares estimated to be received in connection with the settlement
of the CVRs on the Settlement Date.
(14) Includes 642,587 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 2,985,718 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(15) Includes 53,075 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 210,281 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(16) Includes 601,157 A ordinary shares purchased pursuant to the
PIPE Subscription Agreement and 3,101,311 A ordinary shares estimated to be received in connection with the settlement of
the CVRs on the Settlement Date.
(17) Includes 7,965,334 A ordinary shares purchased by TPG Growth IV Oscars,
L.P., a Delaware limited partnership, pursuant to the PIPE Subscription Agreement and an aggregate amount of 64,909,337
A ordinary shares estimated to be received by TPG Growth IV Oscars, L.P., TPG Star AIV II, L.P., a Delaware limited partnership,
TPG Star BDH, L.P., a Delaware limited partnership and TPG STAR, L.P., a Delaware limited partnership (collectively, the “TPG
Funds”) in connection with the settlement of the CVRs on the Settlement Date. The general partner of TPG Growth IV Oscars,
L.P. is TPG Growth GenPar IV, L.P., a Delaware limited partnership, whose general partner is TPG Growth GenPar IV Advisors, LLC,
a Delaware limited liability company, whose sole member is TPG Holdings I, L.P., a Delaware limited partnership, whose general
partner is TPG Holdings I-A, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS), L.P., a
Delaware limited partnership, whose general partner is TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company,
whose sole member is TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation. The general partner of TPG Star AIV II, L.P.
is TPG Star Genpar AIV, L.P., a Delaware limited partnership, whose general partner is TPG Star Genpar AIV Advisors, L.L.C., a
Delaware limited liability company, whose sole member is TPG Holdings II, L.P., a Delaware limited partnership, whose general partner
is TPG Holdings II-A, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS), L.P. The general
partner of TPG Star BDH, L.P. is TPG GP Advisors, Inc., a Delaware corporation. The general partner of TPG STAR, L.P. is TPG STAR
GenPar, L.P., a Delaware limited partnership, whose general partner is TPG Star Genpar Advisors, LLC, a Delaware limited liability
company, whose sole member is TPG Holdings I, L.P. David Bonderman and James G. Coulter are sole shareholders of each of TPG Group
Holdings (SBS) Advisors, Inc. and TPG GP Advisors, Inc. and may therefore be deemed to beneficially own the securities held by
the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities held by the TPG Funds except to the
extent of their pecuniary interest therein. The address of the each of the TPG Funds and Messrs. Bonderman and Coulter is c/o TPG
Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
PLAN OF DISTRIBUTION
The selling shareholders may offer and
sell, from time to time, some or all of the A ordinary shares covered by this prospectus. Registration of the A ordinary shares
covered by this prospectus does not mean, however, that those shares necessarily will be offered or sold. We will not receive
any proceeds from any sale by the selling shareholders of the A ordinary shares. See “Use of Proceeds.” We
will pay all costs, expenses and fees in connection with the registration of the A ordinary shares, including fees of our counsel
and accountants, fees payable to the SEC and fees of counsel to the selling shareholders. The selling shareholders will pay all underwriting discounts and commissions and similar selling expenses,
if any, attributable to the sale of the A ordinary shares covered by this prospectus.
The selling shareholders may sell the
A ordinary shares covered by this prospectus from time to time, at market prices prevailing at the time of sale, at prices related
to market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods including the
following:
|
·
|
in privately negotiated transactions;
|
|
·
|
through broker-dealers, who may act as agents or principals;
|
|
·
|
in a block trade in which a broker-dealer will attempt to sell a block of shares of securities as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
|
|
·
|
through one or more underwriters on a firm commitment or best-efforts basis;
|
|
·
|
directly to one or more purchasers;
|
|
·
|
in any combination of the above.
|
In effecting sales, brokers or dealers engaged
by the selling shareholders may arrange for other brokers or dealers to participate. Broker-dealer transactions may include:
|
·
|
purchases of the A ordinary shares by a broker-dealer as principal and resales of the A ordinary shares by the broker-dealer
for its account pursuant to this prospectus;
|
|
·
|
ordinary brokerage transactions; or
|
|
·
|
transactions in which the broker-dealer solicits purchasers.
|
At any time a particular offer of the A ordinary
shares covered by this prospectus is made, a prospectus supplement, if required, will be distributed which will set forth the
aggregate amount of A ordinary shares covered by this prospectus being offered and the terms of the offering, including the name
or names of any underwriters, dealers, brokers or agents, any option under which underwriters may purchase additional A ordinary
shares from the selling shareholders, any discounts, commissions, concessions and other items constituting compensation from the
selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Such prospectus
supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will
be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the A ordinary shares
covered by this prospectus.
In connection with the sale of the A ordinary
shares covered by this prospectus through underwriters, underwriters may receive compensation in the form of underwriting discounts
or commissions and may also receive commissions from purchasers of A ordinary shares for whom they may act as agent. Underwriters
may sell to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may act as agent.
Any underwriters, broker-dealers or agents participating
in the distribution of the A ordinary shares covered by this prospectus may be deemed to be “underwriters” within the
meaning of the Securities Act, and any commissions received by any of those underwriters, broker-dealers or agents may be deemed
to be underwriting commissions under the Securities Act. The selling shareholders may also be deemed to be underwriters, and any
discounts and commissions they receive and any profit they realize on the sale of the A ordinary shares may be deemed to be underwriting
commissions under the Securities Act.
The selling shareholders may enter into
derivative transactions with third parties, or sell A ordinary shares to third parties in privately negotiated transactions. If
the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell A ordinary shares
covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party
may use A ordinary shares pledged by the selling shareholders or borrowed from the selling shareholders or others to settle
those sales or to close out any related open borrowings of A ordinary shares, and may use A ordinary shares received from the
selling shareholders in settlement of those derivatives to close out any related open borrowings of A ordinary shares. The
third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in
the applicable prospectus supplement (or a post-effective amendment).
The selling shareholders may authorize
underwriters, dealers and agents to solicit from third parties offers to purchase A ordinary shares under contracts providing
for payment and delivery on future dates. The applicable prospectus supplement will describe the material terms of these contracts,
including any conditions to the purchasers’ obligations, and will include any required information about commissions the
selling shareholders may pay for soliciting these contracts.
Underwriters, dealers, agents and other persons
may be entitled, under agreements that they may enter into with us and the selling shareholders, to indemnification by us and the
selling shareholders against certain liabilities, including liabilities under the Securities Act.
In connection with the offering, the underwriters
may purchase and sell A ordinary shares in the open market. These transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of
shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater
than the underwriters’ option to purchase additional shares from the selling shareholders in the offering. The underwriters
may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in
the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among
other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase
shares through the overallotment option. “Naked” short sales are any sales in excess of such option. The underwriters
must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the price of the A ordinary shares in the open market
after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids
for or purchases of A ordinary shares made by the underwriters in the open market prior to the completion of the offering.
The underwriters may also impose a penalty bid.
This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because
the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
Purchases to cover a short position and stabilizing
transactions may have the effect of preventing or retarding a decline in the market price of the Company’s A ordinary shares,
and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the A ordinary
shares. As a result, the price of the A ordinary shares may be higher than the price that otherwise might exist in the open market.
If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the NYSE, in the
over-the-counter market or otherwise.
Certain underwriters, agents or dealers or their
affiliates may have provided from time to time, and may provide in the future, investment, commercial banking, derivatives and
financial advisory services to the Company, the selling shareholders and their respective affiliates in the ordinary course of
business, for which they have received or may receive customary fees and commissions.
Some of the A ordinary shares covered by this
prospectus may be sold in private transactions or under Rule 144 under the Securities Act rather than pursuant to this prospectus.
EXPENSES
The following is a statement of expenses in connection
with the distribution of the securities registered. All amounts shown are estimates except the SEC registration fee and the FINRA
filing fee. The estimates do not include expenses related to offerings of particular securities. Each prospectus supplement describing
an offering of securities will reflect the estimated expenses related to the offering of securities under that prospectus supplement.
SEC registration
fee
|
|
$
|
45,394.04
|
|
FINRA filing fee
|
|
|
*
|
|
Legal fees and expenses
|
|
|
*
|
|
Accountants’ fees and
expenses
|
|
|
*
|
|
Printing fees
|
|
|
*
|
|
Miscellaneous
|
|
|
*
|
|
TOTAL
|
|
|
*
|
|
* These fees are calculated based on the securities
offered and the number of issuances and accordingly cannot be estimated at this time. To be provided by a prospectus supplement
or a Report of Foreign Private Issuer on Form 6-K that is incorporated by reference into this prospectus.
LEGAL MATTERS
In
connection with particular offerings of the A ordinary shares in the future, and if stated in the applicable prospectus supplements,
the validity of those A ordinary shares will be passed upon for us by Appleby (Isle of Man) LLC.
EXPERTS
The
consolidated financial statements of STX Filmworks, Inc. for the years ended September 30, 2017, 2018 and 2019, and for the six
months ended March 31, 2020, appearing in Eros STX Global Corporation’s Transition Report on Form 20-F, have been audited
by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included
therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The audited
historical financial statements of Eros International Plc and management’s report on internal control over financial reporting
incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference
in reliance upon the report of Grant Thornton Bharat LLP (formerly Grant Thornton India LLP), independent registered public
accountants, upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement
we have filed with the SEC under the Securities Act. The registration statement, including the attached exhibits, contains additional
relevant information about us and the securities described in this prospectus. The SEC’s rules and regulations allow us to
omit certain information included in the registration statement from this prospectus. The registration statement may be inspected
by anyone without charge at the SEC’s principal office at 100 F Street, N.E., Washington, D.C. 20549.
In addition, we file annual and special reports
with the SEC under the Exchange Act. You may read and copy this information at the following SEC location:
Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549
You may also obtain copies of this information
by mail from the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549, at rates determined by the SEC.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also inspect
reports, proxy statements and other information that we have filed electronically with the SEC at the SEC’s web site at http://www.sec.gov/.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The SEC allows us to “incorporate by reference”
into this prospectus the information we file with the SEC. This permits us to disclose important information to you by referencing
these filed documents. Any information referenced in this way is considered part of this prospectus. Any subsequent information
filed with the SEC will automatically be deemed to update and supersede the information in this prospectus and in our other filings
with the SEC. We incorporate by reference the documents listed below and any filings made by us with the SEC under Sections 13(a),
13(c), or 15(d) of the Exchange Act from the initial filing of this registration statement of which this prospectus forms a part
until all of the securities offered in this prospectus are sold; provided, however, we are not incorporating by reference any information
furnished (but not filed) of any Current Report of Foreign Private Issuer on Form 6-K:
|
·
|
our Annual Report on Form 20-F, submitted to the SEC on July 30, 2020;
|
|
·
|
our Transition Report on Form 20-F submitted to the SEC on October 30, 2020,
as amended by our Report on Form 20-F/A, submitted to the SEC on November 3, 2020, which contains audited consolidated financial
statements of STX Filmworks, Inc. for the years ended September 30, 2017, 2018 and 2019 and the six months
ended March 31, 2020;
|
|
·
|
our Report
of Foreign Private Issuer on Form 6-K submitted to the SEC on December 16, 2020,
which contains unaudited condensed consolidated interim financial statements of STX Filmworks,
Inc. as of and for the three months ended June 30, 2020;
|
|
·
|
our Report of Foreign Private Issuer on Form 6-K, submitted to the SEC on December 2, 2020; and
|
|
·
|
the description of our A ordinary shares contained in our registration statement on Form F-1/A filed with the SEC on July 7,
2014, including any amendment or report filed for the purpose of updating that description.
|
Any statement contained in this prospectus, or
in a document all or a portion of which is incorporated by reference in this prospectus, will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes the statement.
Any such statement or document so modified or superseded will not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
In addition, any Reports of Foreign Private Issuer
on Form 6-K submitted to the SEC by the registrant pursuant to the Exchange Act after the date of the initial registration statement
and prior to effectiveness of the registration statement that we specifically identify in such forms as being incorporated by reference
into the registration statement of which this prospectus forms a part and all subsequent annual reports on Form 20-F filed after
the effective date of this registration statement and prior to the termination of this offering and any Reports of Foreign Private
Issuer on Form 6-K subsequently submitted to the SEC or portions thereof that we specifically identify in such forms as being incorporated
by reference into the registration statement of which this prospectus forms a part, shall be considered to be incorporated into
this prospectus by reference and shall be considered a part of this prospectus from the date of filing or submission of such documents.
We will provide to each person, including any
beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference
into this prospectus, but not delivered with this prospectus, without charge to the requester, upon written or oral request. Requests
for such copies should be directed to:
Eros STX Global Corporation
3900 West Alameda Avenue, 32nd Floor
Burbank, California 91505
(818) 524-7000
Publicly filed documents concerning our company
which are referred to in this prospectus may be inspected and copied at the public reference facilities maintained by the SEC at
100 F Street, N.E., Washington, D.C. 20549. Copies of these materials can also be obtained from the Public Reference Room at the
SEC principal office, 100 F Street, N.E., Washington D.C. 20549, after payment of fees at prescribed rates. Information may be
obtained on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains a website at www.sec.gov that
contains reports, proxy and information statements and other information regarding registrants that make electronic filings through
its Electronic Data Gathering, Analysis, and Retrieval, or EDGAR, system. We have made all our filings with the SEC using the EDGAR
system.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a limited company incorporated under the
laws of the Isle of Man. The majority of our assets are located outside of the United States. Currently, four of the members of
our board of directors are citizens or residents of the United States.
Certain of our subsidiaries, including Eros International
Media Limited, are incorporated under the laws of India or other foreign jurisdictions. The majority of the directors and executive
officers of such subsidiaries are not residents of the United States, and we believe that substantially all of the assets of such
subsidiaries and their officers and directors may be located outside the United States.
As a result, it may not be possible for investors
to effect service of process within the United States upon us or such persons or to enforce outside the United States judgments
obtained against us or such persons in the United States, except, with respect to us, by effecting service on our agent in the
United States, including, without limitation, judgments based upon the civil liability provisions of the United States federal
securities laws or the laws of any state or territory of the United States. In addition, awards of punitive damages in actions
brought in the United States or elsewhere may be unenforceable outside the United States. Investors may also have difficulties
enforcing, in original actions brought in courts in jurisdictions outside the United States, liabilities under U.S. securities
laws.
We have been advised by Appleby (Isle of Man)
LLC, our Isle of Man counsel, that there is no statutory procedure in the Isle of Man for the recognition or enforcement of judgments
of the U.S. courts. However, under Isle of Man common law, a judgment in personam given by a U.S. court may be recognized and enforced
by a fresh action for the amount due under the judgment provided that the judgment: (i) is for a debt or definite sum of money
(not being a sum payable in respect of taxes or other changes of a like nature or in respect of a fine or other penalty); (ii)
is final and conclusive; (iii) was not obtained by fraud; (iv) is not one whose enforcement would be contrary to public policy
in the Isle of Man; and (v) was not obtained in proceedings which were opposed to natural justice in the Isle of Man. Judgments
issued out of the courts of the United States which comprise multiple damages are not enforceable in the Isle of Man as a result
of the Protection of Trading Interests Act 1980 (an Act of Parliament) as extended to the Isle of Man by Order in Council.
A judgment or decree of a court in the United
States may be enforced in India only by filing a fresh suit on the basis of the judgment or decree and not by proceedings in execution.
Further, such enforcement would be subject to the restrictions set forth in the Indian Code of Civil Procedure, 1908, as amended,
including under Section 13 thereof. Section 13 provides that a foreign judgment is conclusive as to any matter directly adjudicated
upon except (i) where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has not
been given on the merits of the case, (iii) where the judgment appears on the face of the proceedings to be founded on an
incorrect view of international law or a refusal to recognize the law of India in cases where such law is applicable, (iv) where
the proceedings in which the judgment was obtained were opposed to natural justice, (v) where the judgment has been obtained
by fraud or (vi) where the judgment sustains a claim founded on a breach of any law in force in India.
A suit for enforcement of a foreign judgment
is required to be filed in India within three years from the date of the judgment. It is difficult to predict whether a suit brought
in an Indian court will be disposed of in a timely manner or be subject to untimely delay. Moreover, it is unlikely that a court
in India would award damages on the same basis as a foreign court if an action were brought in India, or that an Indian court would
enforce a foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with public policy in India.
A party seeking to enforce a foreign judgment in India is also required to obtain prior approval from the Reserve Bank of India
to repatriate any amount recovered pursuant to such enforcement, and any such amount may be subject to income tax in accordance
with applicable laws. Any judgment in a foreign currency is required to be converted into Indian Rupees on the date of judgment
and not on the date of payment.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item 8. Indemnification of Directors and Officers
Subject to any contrary provision in a company’s
articles, section 112 of the 2006 Act allows an Isle of Man company to indemnify its directors against all expenses and against
all judgments, if such director acted honestly and in good faith and in what he believed to be in the best interests of the company,
or where he had reasonable cause to believe that his conduct was lawful. The articles of association will not contain any contradictory
provisions to section 112 of the Act. Provided that the conditions contained under section 112 of the 2006 Act and our articles
of association are satisfied, the Act and our articles of association provide for the indemnification of our directors and officers
in terms sufficiently broad to indemnify such person against all expenses and judgments arising under the Securities Act.
Our formation documents provide for indemnification
of our officers, directors, employees and agents to the extent and under the circumstances permitted under Isle of Man law.
In addition to the indemnification to be provided
by our formation documents, we have entered into agreements to indemnify our directors and executive officers. These agreements,
subject to certain exceptions, require us to, among other things, indemnify these directors and executive officers for certain
expenses, including attorney fees, witness fees and expenses, expenses of accountants and other advisors, and the premium, security
for and other costs relating to any bond, arising out of that person’s services as a director or officer of us or any of
our subsidiaries or any other company or enterprise to which the person provides services at our request.
Item 9. Exhibits
Exhibit No.
|
Description
|
Reference
|
3.1
|
Memorandum of Association
|
(a)
|
3.2
|
Amended Articles of Association of Eros International Plc (n/k/a Eros STX Global Corporation), adopted by resolution passed on 29 June 2020 and made effective 30 July 2020
|
(a)
|
4.1
|
Form of A Share Certificate
|
(c)
|
4.2
|
Registration Rights Agreement between Eros International Plc (n/k/a Eros STX Global Corporation) and the Holders party thereto, dated July 30, 2020
|
(e)
|
4.3
|
Registration Rights Agreement between Eros International Plc and Reliance Industrial Investments and Holdings Limited, dated August 8, 2018
|
(f)
|
4.4
|
Class E Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc (n/k/a Eros STX Global Corporation), STX Filmworks, Inc., Fortis Advisors LLC, solely in its capacity as the Stockholders’ Representative, and Computershare Inc. and Computershare Trust Company, N.A., together as the Rights Agent and as initial CVR Registrar
|
(e)
|
4.5
|
Class D Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc (n/k/a Eros STX Global Corporation), STX Filmworks, Inc., Fortis Advisors LLC, solely in its capacity as the Stockholders’ Representative, and Computershare Inc. and Computershare Trust Company, N.A., together as the Rights Agent and as initial CVR Registrar
|
(e)
|
4.6
|
Class C Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc (n/k/a Eros STX Global Corporation), STX Filmworks, Inc., Fortis Advisors LLC, solely in its capacity as the Stockholders’ Representative, and Computershare Inc. and Computershare Trust Company, N.A., together as the Rights Agent and as initial CVR Registrar
|
(e)
|
4.7
|
Class B Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc (n/k/a Eros STX Global Corporation), STX Filmworks, Inc., Fortis Advisors LLC, solely in its capacity as the Stockholders’ Representative, and Computershare Inc. and Computershare Trust Company, N.A., together as the Rights Agent and as initial CVR Registrar
|
(e)
|
4.8
|
Class A Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc (n/k/a Eros STX Global Corporation), STX Filmworks, Inc., Fortis Advisors LLC, solely in its capacity as the Stockholders’ Representative, and Computershare Inc. and Computershare Trust Company, N.A., together as the Rights Agent and as initial CVR Registrar
|
(e)
|
5.1
|
Opinion of Appleby (Isle of Man) LLC
|
(d)
|
23.1
|
Consent of Appleby (Isle of Man) LLC (included in Exhibit 5.1)
|
(d)
|
23.2
|
Consent of Ernst & Young LLP
|
(d)
|
23.3
|
Consent of Grant Thornton India LLP
|
(d)
|
24.1
|
Powers of Attorney (included on the signature page hereto)
|
(d)
|
|
(a)
|
Previously filed on August 4, 2020 as Exhibit 3.1 to the Company’s Current Report of Foreign Private Issuer on Form 6-K
and incorporated herein by reference.
|
|
(b)
|
Previously filed on July 27, 2016 as an exhibit to the Company’s Annual Report on Form 20-F and incorporated herein by
reference.
|
|
(c)
|
Previously filed on October 29, 2013 as an exhibit to Amendment No. 5 to the Company’s Registration Statement on Form
F-1 (File No. 333-180469) and incorporated herein by reference.
|
|
(e)
|
Previously filed on August 4, 2020 as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, as applicable, to the Company’s Current Report
of Foreign Private Issuer on Form 6-K and incorporated herein by reference.
|
|
(f)
|
Previously filed on September 17, 2018 as an exhibit to the Company’s Registration Statement on Form F-3 (File No. 333-227380)
and incorporated herein by reference.
|
Item 10. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information
in this registration statement; provided, however, that paragraphs (A)(1)(i), (A)(1)(ii) and (A)(1)(iii) do not apply if
the registration statement is on Form F-3 and the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of this registration statement.
(2) That, for the purposes of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the
Registration Statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering
or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities
Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to Registration
Statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by
Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic
reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Form F-3.
(5) That, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(6) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to
the indemnification provisions described herein, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(7) For purposes of determining any liability
under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(8) For the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
B. The undersigned registrant hereby undertakes
to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus
to provide such interim financial information.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized
in the city of Burbank, State of California, on December 16, 2020.
EROS STX GLOBAL CORPORATION
By: /s/ Andrew Warren
Name: Andrew Warren
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below does hereby constitutes and appoints Noah Fogelson and Andrew Warren, with full power
of substitution and full power to act without the other, such person’s true and lawful attorney-in-fact and agent to act
for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Securities
and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 to register additional securities, and to file
this Registration Statement and all amendments thereto, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as
fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do to cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, the following persons have signed this Registration Statement in the capacities and on the date indicated.
/s/ Robert B. Simonds, Jr.
Robert B. Simonds, Jr.
|
Co-Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
|
December
16, 2020
|
/s/ Kishore Lulla
Kishore Lulla
|
Executive Co-Chairman and Director
(Principal Executive Officer)
|
December
16, 2020
|
/s/ Noah Fogelson
Noah Fogelson
|
Co-President
|
December
16, 2020
|
/s/ Rishika Lulla Singh
Rishika Lulla Singh
|
Co-President and Director
|
December
16, 2020
|
/s/ Andrew Warren
Andrew Warren
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
December
16, 2020
|
/s/ Shailesh Rao
Shailesh Rao
|
Director
|
December
16, 2020
|
/s/ Nicholas Stone
Nicholas Stone
|
Director
|
December
16, 2020
|
/s/ Dhirendra Swarup
Dhirendra Swarup
|
Director
|
December
16, 2020
|
/s/ Dilip Thakkar
Dilip Thakkar
|
Director
|
December
16, 2020
|
/s/ John Zhao
John Zhao
|
Director
|
December
16, 2020
|
Eros (NYSE:EROS)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Eros (NYSE:EROS)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024