Gifford Combs‘ Dalton Investments recently filed a Form 13D with the US Securities and Exchange Commission, in which reports holding 2.24 million A Ordinary shares of Eros International Plc (NYSE:EROS), which account for 6.8% of the company’s total outstanding stock. This represents a decrease in the stake, as Dalton Investments previously held 2.64 million A Ordinary shares, which amassed 8.0% of the total outstanding stock.
Eros International is a holding company that co-produces and distributes Indian language movies. Year-to-date, the company’s stock is up by 97.92%. In its latest financial report for the fourth quarter of fiscal 2016, the company reported a loss per share of $0.4 and revenue of $65.1 million, beating the estimates of revenue of $54.4 million.
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The number of investors long Eros International Plc (NYSE:EROS) trimmed by seven during the first quarter, and, at the end of March, there were 12 funds bullish on the stock, according to Insider Monkey’s database. Dalton Investment held the most valuable position, and the second largest stake was disclosed by David Forster and Peter Wilton’s IBIS Capital Partners, valued at $9.1 million. Some other smart money managers with similar optimism included Prem Watsa’s Fairfax Financial Holdings, Richard Driehaus’s Driehaus Capital, and Neil Chriss’s Hutchin Hill Capital.
Among investors who lost interest in Eros International Plc (NYSE:EROS) and decided to sell their positions were Solomon Kumin’s Folger Hill Asset Management, which dropped the biggest position worth around $6.5 million in stock, and John Burbank’s Passport Capital, which dumped about $5.1 million worth.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Dalton Investments | 2,173,828 | 9. | 2,173,828 | 11. | 2,173,828 | 6.6% |
| Rosenwald Capital Management, Inc | 65,000 | 9. | 65,000 | 11. | 65,000 | 0.2% |
| James B. Rosenwald III | 65,000 | 2,173,828 | 65,000 | 2,173,828 | 2,238,828 | 6.8% |
| Steven D. Persky | 8. | 2,173,828 | 10. | 2,173,828 | 2,173,828 | 6.6% |
| Gifford Combs | 8. | 2,173,828 | 10. | 2,173,828 | 2,173,828 | 6.6% |
| Belita Ong | 8. | 2,173,828 | 10. | 2,173,828 | 2,173,828 | 6.6% |
| Arthur Hebert | 8. | 2,173,828 | 10. | 2,173,828 | 2,173,828 | 6.6% |
| Erin Lavelle | 8. | 2,173,828 | 10. | 2,173,828 | 2,173,828 | 6.6% |
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Page 1 of 11 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
EROS
INTERNATIONAL PLC
(Name of Issuer)
A Ordinary Shares, Par Value GBP 0.30 per Share
(Title of Class of Securities)
B86NL05
(CUSIP Number)
Arthur Hebert
Dalton Investments LLC
1601 Cloverfield Boulevard, Suite 5050 North
Santa Monica, CA 90404
(424) 231-9100
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 8, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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).
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Page 2 of 11 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Dalton Investments LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,173,828 | ||||
| 8. | Shared Voting Power | |||||
| 9. | Sole Dispositive Power 2,173,828 | |||||
| 10. | Shared Dispositive Power | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,173,828 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 6.6%* | |||||
| 14. | Type of Reporting Person (See IA, OO | |||||
| * | Based upon 32,949,314 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F filed on July 27, 2016. |
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Page 3 of 11 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Rosenwald Capital Management, Inc. | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of New York | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 65,000 | ||||
| 8. | Shared Voting Power | |||||
| 9. | Sole Dispositive Power 65,000 | |||||
| 10. | Shared Dispositive Power | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 65,000 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 0.2%* | |||||
| 14. | Type of Reporting Person (See IA, CO | |||||
| * | Based upon 32,949,314 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F filed on July 27, 2016. |
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Page 4 of 11 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) James B. Rosenwald III | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 65,000 | ||||
| 8. | Shared Voting Power 2,173,828 | |||||
| 9. | Sole Dispositive Power 65,000 | |||||
| 10. | Shared Dispositive Power 2,173,828 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,238,828 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 6.8%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 32,949,314 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F filed on July 27, 2016. |
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Page 5 of 11 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Steven D. Persky | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,173,828 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,173,828 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,173,828 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 6.6%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 32,949,314 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F filed on July 27, 2016. |
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Page 6 of 11 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Gifford Combs | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,173,828 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,173,828 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,173,828 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 6.6%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 32,949,314 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F filed on July 27, 2016. |
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Page 7 of 11 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Belita Ong | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,173,828 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,173,828 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,173,828 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 6.6%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 32,949,314 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F filed on July 27, 2016. |
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Page 8 of 11 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Arthur Hebert | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,173,828 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,173,828 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,173,828 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 6.6%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 32,949,314 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F filed on July 27, 2016. |
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Page 9 of 11 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Erin Lavelle | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,173,828 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,173,828 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,173,828 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 6.6%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 32,949,314 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F filed on July 27, 2016. |
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Page 10 of 11 – SEC Filing
This Amendment No. 5 to the Schedule 13D (this Amendment No. 5) relates to the A ordinary
shares, par value GBP 0.30 per Share (the Shares), of Eros International Plc, an Isle of Man public limited company (the Issuer), and amends the Schedule 13D filed on November 2, 2015 as amended by Amendment
No. 4 thereto filed with the SEC on July 22, 2016, Amendment No. 3 thereto filed with the SEC on December 8, 2015, Amendment No. 2 thereto filed with the SEC on December 4, 2015 and Amendment No. 1 thereto filed
with the SEC on November 27, 2015 (the Original Schedule 13D and, together with this Amendment No. 5, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set
forth in the Original Schedule 13D.
This Amendment No. 5 is being filed to amend Item 3, Item 5 and Item 7.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule
13D is supplementally amended as follows:
The responses to Item 5 of this Amendment No. 5 are incorporated herein by reference.
Since the filing of Amendment No. 4, the Reporting Persons sold 398,124 Shares as reported herein on Exhibit B (not including
the sale of 116,376 Shares as previously reported in Amendment No. 4) (the Sold Shares). The total sale price for the Sold Shares was $7,358,783.43, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer |
Paragraphs (a)-(b) and (c) of
Item 5 of the Original Schedule 13D are supplementally amended as follows:
The percentages used in this Item 5 and in the rest
of the Schedule 13D are calculated based upon an aggregate of 32,949,314 Shares outstanding on March 31, 2016 as reported in the Issuers Form 20-F filed on July 27, 2017.
| (a)-(b) | As of 12:00 p.m., Los Angeles time, on August 10, 2016, Dalton may be deemed to be the beneficial owner 2,173,828 Shares, constituting approximately 6.6% of the Issuers outstanding Shares. By virtue of their positions as control persons of Dalton, the Dalton Individual Reporting Persons may be deemed to share beneficial ownership of such Shares. RCM may be deemed to be the beneficial owner of 65,000 Shares, constituting approximately 0.2% of the Issuers outstanding Shares. By virtue of his position as a control person of RCM, the RCM Individual Reporting Person may be deemed to be the beneficial owner of such Shares. |
| (c) | Except as set forth on Exhibit B attached hereto, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any Reporting Persons. |
| Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Original Schedule 13D is
supplementally amended as follows:
The joint filing agreement pursuant to Rule 13d-1(k), attached as Exhibit A.
The list of transactions by the Reporting Persons in the last 60 days, attached as Exhibit B.
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Page 11 of 11 – SEC Filing
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 10, 2016
| Dalton Investments LLC | ||
| By: | /s/ James B. Rosenwald III | |
| Name: | James B. Rosenwald III | |
| Title: | Managing Member | |
| Rosenwald Capital Management, Inc. | ||
| By: | /s/ James B. Rosenwald III | |
| Name: | James B. Rosenwald III | |
| Title: | Chairman and Chief Executive Officer | |
| /s/ James B. Rosenwald III | ||
| James B. Rosenwald III | ||
| /s/ Stephen D. Persky | ||
| Stephen D. Persky | ||
| /s/ Gifford Combs | ||
| Gifford Combs | ||
| /s/ Belita Ong | ||
| Belita Ong | ||
| /s/ Arthur Hebert | ||
| Arthur Hebert | ||
| /s/ Erin Lavelle | ||
| Erin Lavelle | ||
