Eros STX Global Corp Form F-3 Filed 2020-12-16
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SECURITIES AND EXCHANGE COMMISSION FORM F-3 Registration statement for specified transactions by certain foreign private issuers Filing Date: 2020-12-16 SEC Accession No. 0001171520-20-000471 (HTML Version on secdatabase.com) FILER Eros STX Global Corp Mailing Address Business Address 3900 WEST ALAMEDA 3900 WEST ALAMEDA CIK:1532981| IRS No.: 000000000 | State of Incorp.:Y8 | Fiscal Year End: 0331 AVENUE AVENUE Type: F-3 | Act: 33 | File No.: 333-251391 | Film No.: 201393095 32ND FLOOR 32ND FLOOR SIC: 7822 Motion picture & video tape distribution BURBANK CA 91505 BURBANK CA 91505 818-524-7000 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 (Primary Standard Industrial Classification (I.R.S. Employer incorporation or organization) Code Number) 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: [email protected] (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 . : ☐ Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document † 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. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Aggregate maximum Amount to be maximum Amount of offering Title of each class of securities to be registered (1)(2) offering registration Registered price fee price(2) per unit(2) 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 The registrant is registering for resale by the selling shareholders herein a total of up to 196,262,905 A ordinary shares. Pursuant to (1) 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. Estimated solely for the purpose of calculating the registration fee under Rule 457(c) of the Securities Act of 1933, based on the (2) 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. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 RISK FACTORS 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 3 COMPANY OVERVIEW 5 CAPITALIZATION 6 USE OF PROCEEDS 7 DESCRIPTION OF A ORDINARY SHARES 8 SELLING SHAREHOLDERS 13 PLAN OF DISTRIBUTION 17 EXPENSES 20 LEGAL MATTERS 21 EXPERTS 21 WHERE YOU CAN FIND MORE INFORMATION 21 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 22 ENFORCEABILITY OF CIVIL LIABILITIES 24 i Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The distribution of this prospectus may be restricted by law in certain jurisdictions.