0000902664-14-002880.txt : 20140626 0000902664-14-002880.hdr.sgml : 20140626 20140619163851 ACCESSION NUMBER: 0000902664-14-002880 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140619 DATE AS OF CHANGE: 20140619 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eros International PLC CENTRAL INDEX KEY: 0001532981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87719 FILM NUMBER: 14930793 BUSINESS ADDRESS: STREET 1: 901-902, 9th floor, supreme Chambers STREET 2: Veera Desai Road, Andheri (West) CITY: Mumbai STATE: K7 ZIP: 00000 BUSINESS PHONE: 91 (22) 6602 1500 MAIL ADDRESS: STREET 1: 901-902, 9th floor, supreme Chambers STREET 2: Veera Desai Road, Andheri (West) CITY: Mumbai STATE: K7 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IBIS Capital Partners LLP CENTRAL INDEX KEY: 0001599371 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 22 SOHO SQUARE CITY: LONDON STATE: X0 ZIP: W1D 4NS BUSINESS PHONE: 00 44 207 074 3503 MAIL ADDRESS: STREET 1: 22 SOHO SQUARE CITY: LONDON STATE: X0 ZIP: W1D 4NS SC 13G 1 p14-1456sc13g.htm IBIS CAPITAL PARTNERS LLP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.__)*
 

Eros International PLC

(Name of Issuer)
 

Class A Ordinary Shares, par value £0.30 per share

(Title of Class of Securities)
 

G3788M114

(CUSIP Number)
 

December 19, 2013

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
þ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 13 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

1

NAME OF REPORTING PERSON

IBIS Global Media Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

192,283*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

192,283*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

192,283*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.8%*

12

TYPE OF REPORTING PERSON

FI

         

 

*Ownership as of June 16, 2014. Percentage calculation is based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.

 
 

 

1

NAME OF REPORTING PERSON

IBIS Global Media Fund II

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

664,616*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

664,616*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

664,616*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.9%*

12

TYPE OF REPORTING PERSON

FI

         

 

* Ownership as of June 16, 2014. Percentage calculation is based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.

 
 

 

 

1

NAME OF REPORTING PERSON

IBIS Capital Partners LLP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,472,354*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,472,354*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,472,354*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.4%*

12

TYPE OF REPORTING PERSON

FI

         

 

* Ownership as of June 16, 2014. Percentage calculation is based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.

 
 

 

 

1

NAME OF REPORTING PERSON

Peter Wilton

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

British

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,472,354*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,472,354*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,472,354*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.4%*

12

TYPE OF REPORTING PERSON

IN

         

 

* Ownership as of June 16, 2014. Percentage calculation is based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.

 
 

 

1

NAME OF REPORTING PERSON

David Forster

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

British

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,472,354*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,472,354*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,472,354*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.4%*

12

TYPE OF REPORTING PERSON

IN

         

 

* Ownership as of June 16, 2014. Percentage calculation is based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.

 
 

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is EROS International PLC (the "Company")
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 550 County Avenue, Secaucus, New Jersey 07094.
   

 

Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by:
 

 

          i.           IBIS Global Media Fund, a Cayman Islands company ("IGMF"), with respect to the shares of Class A Ordinary Shares directly held by it;

        ii.           IBIS Global Media Fund II, a Cayman Islands company ("IGMF II"), with respect to the shares of Class A Ordinary Shares directly held by it;

      iii.           IBIS Capital Partners LLP, an English limited liability partnership ("IBIS"), which serves as the investment manager to IGMF and IGMF II, with respect to the shares of Class A Ordinary Shares directly held by IGMF, IGMF II and certain managed accounts;

      iv.           Peter Wilton with respect to the shares of Class A Ordinary Shares directly held by IGMF, IGMF II and certain managed accounts of IBIS; and

        v.           David Forster with respect to the shares of Class A Ordinary Shares directly held by IGMF, IGMF II and certain managed accounts of IBIS.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein

 

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of IBIS, Peter Wilton and David Forster is 22 Soho Square, London, W1D4NS.  The address of the business office of IGMF and IGMF II is PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

 

Item 2(c). CITIZENSHIP
   
  IGMF is a company organized under the laws of the Cayman Islands.
  IGMF II is a company organized under the laws of the Cayman Islands.
  IBIS is a limited liability partnership organized under the laws of England.
  Peter Wilton is a British citizen.
 
 

 

  David Forster is a British citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Class A Ordinary Shares, par value £0.30 per share (the "Common Stock")

 

Item 2(e). CUSIP NUMBER
   
  G3788M114

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:________________________________

 

Item 4. OWNERSHIP  
     
  A. IGMF
  (a) Amount beneficially owned:  192,283*/207,222**/200,713***  
  (b) Percent of class:  0.8%*/0.9%**/0.9%***  
  (c) (i) Sole power to vote or direct the vote:  -0-  
    (ii) Shared power to vote or direct the vote:  192,283*/207,222**/200,713***  
    (iii) Sole power to dispose or direct the disposition:  -0-  
    (iv) Shared power to dispose or direct the disposition of:  192,283*/207,222**/200,713***  
           

 

 
 

 

 

  B. IGMF II
  (a) Amount beneficially owned:  664,616*/542,092**/522,541***
  (b) Percent of class:  2.9%*/2.4%**/2.3%***
  (c) (i) Sole power to vote or direct the vote:  -0-
    (ii) Shared power to vote or direct the vote:  664,616*/542,092**/522,541***
    (iii) Sole power to dispose or direct the disposition:  -0-
    (iv) Shared power to dispose or direct the disposition of:  664,616*/542,092**/522,541***

 

  C. IBIS
  (a) Amount beneficially owned:  1,472,354*/1,220,040**/1,179,256***
  (b) Percent of class:  6.4%*/5.3%**/5.1%***
  (c) (i) Sole power to vote or direct the vote:  -0-
    (ii) Shared power to vote or direct the vote:  1,472,354*/1,220,040**/1,179,256***
    (iii) Sole power to dispose or direct the disposition:  -0-
    (iv) Shared power to dispose or direct the disposition:  1,472,354*/1,220,040**/1,179,256***

 

  D. Peter Wilton
  (a) Amount beneficially owned:  1,472,354*/1,220,040**/1,179,256***
  (b) Percent of class:  6.4%*/5.3%**/5.1%***
  (c) (i) Sole power to vote or direct the vote:  -0-
    (ii) Shared power to vote or direct the vote:  1,472,354*/1,220,040**/1,179,256***
    (iii) Sole power to dispose or direct the disposition:  -0-
    (iv) Shared power to dispose or direct the disposition:  1,472,354*/1,220,040**/1,179,256***

 

  E. David Forster
  (a) Amount beneficially owned:  1,472,354*/1,220,040**/1,179,256***
  (b) Percent of class:  6.4%*/5.3%**/5.1%***
  (c) (i) Sole power to vote or direct the vote:  -0-
    (ii) Shared power to vote or direct the vote:  1,472,354*/1,220,040**/1,179,256***
    (iii) Sole power to dispose or direct the disposition:  -0-
    (iv) Shared power to dispose or direct the disposition:  1,472,354*/1,220,040**/1,179,256***

 

*Ownership as of June 16, 2014.  Percentage calculation is based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.
 
**Ownership as of December 31, 2013.  Percentage calculation is based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.
 
***Ownership as of December 19, 2013.  Percentage calculation is based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  N/A

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  N/A
 
 

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  N/A

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  N/A

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  N/A

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: June 19, 2014

 

 

IBIS Global Media Fund    
     
By: IBIS Capital Partners LLP, as its
Investment Manager
   
     
By: /s/ Peter Wilton    
Name: Peter Wilton    
Title: Authorized Person    
     
IBIS Global Media Fund II    
     
By: IBIS Capital Partners LLP, as its
Investment Manager
   
     
By: /s/ Peter Wilton    
Name: Peter Wilton    
Title: Authorized Person    
     
IBIS CAPITAL PARTNERS LLP    
     
By: /s/ Peter Wilton    
Name: Peter Wilton    
Title: Authorized Person    
     

PETER WILTON

 

   
/s/ Peter Wilton    
     

DAVID FORSTER

 

   
/s/ David Forster    
     
     
         

 

 
 

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: June 19, 2014

 

IBIS Global Media Fund    
     
By: IBIS Capital Partners LLP, as its
Investment Manager
   
     
By: /s/ Peter Wilton    
Name: Peter Wilton    
Title: Authorized Person    
     
IBIS Global Media Fund II    
     
By: IBIS Capital Partners LLP, as its
Investment Manager
   
     
By: /s/ Peter Wilton    
Name: Peter Wilton    
Title: Authorized Person    
     
IBIS CAPITAL PARTNERS LLP    
     
By: /s/ Peter Wilton    
Name: Peter Wilton    
Title: Authorized Person    
     

PETER WILTON

 

   
/s/ Peter Wilton    
     

DAVID FORSTER

 

   
/s/ David Forster