July 7, 2014
U.S. Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3030
100 F Street, NE
Washington D.C. 20549
Attention: | Justin Dobbie Ada D. Sarmento |
Re: | Your Comment Letter dated June 26, 2014 regarding Eros International Plc’s Registration Statement on Form F-1 Filed on June 18, 2014 (File No. 333-196857) |
Dear Mr. Dobbie and Ms. Sarmento:
Eros International Plc(the “Company,” “we” or “our”) has received the above-captioned comment letter (the “Comment Letter”) regarding the Company's Registration Statement on Form F-1 (File No. 333-196857) filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2014 (the “Registration Statement”). We have endeavored to respond fully to each of the comments and questions of the staff of the Commission (the “Staff”). For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text. We have filed today with the Commission Amendment No. 2 to the Registration Statement (“Amendment No. 2”) and have included with this letter a marked copy of Amendment No. 2 indicating changes from the Registration Statement, filed June 18, 2014. Page numbers in our responses refer to pages in Amendment No. 2. We previously filed an exhibits-only Amendment No. 1 to the Registration Statement (“Amendment No. 1”) on July 1, 2014.
Underwriting, page 119
1. | Please disclose that the selling shareholders may be deemed underwriters for this offering. |
In response to the Staff’s comment, we have revised the applicable disclosure on page 121 of the Registration Statement as requested to notify investors that the selling shareholders may be deemed underwriters.
Exhibits
2. | Please file the legality opinion and underwriting agreement prior to effectiveness. Please allow sufficient time for staff review as we may have comments upon review of these documents. |
In response to the Staff’s comment, in Amendment No. 1, filed July 1, 2014, we filed the form of underwriting agreement as Exhibit 1.1 to the Registration Statement, as requested.
In response to the Staff's oral comment on July 2, 2014 asking that we change the definition of “non-assessable” in the legality opinion to reflect Staff Legal Bulletin No. 19, we have filed a revised legality opinion as Exhibit 5.1 with the following definition of “non-assessable”:
“In this legal opinion, ‘non-assessable’ means that the subscription price for which the Company agreed to issue the share, has been paid in full to the Company so that no further sum is payable to the Company by any holder of that share in respect of the subscription price and the holder of that share is not liable, solely because of its holder status, for additional assessments or calls on the share by the Company or its creditors.”
We acknowledge that:
· | should the Commission or the Staff, acting pursuant to delegated authority, declare the filing of the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing; |
· | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
· | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * *
We appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish to contact the Company, feel free to call me at +44 020 7258 9912.
Sincerely,
/s/ Jyoti Deshpande
Jyoti Deshpande
Chief Executive Officer