ATLAS Mara Limited Update on Standstill and In Principle Agreement (2723U)

TIDMATMA

RNS Number : 2723U

ATLAS Mara Limited

01 April 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

1 April 2021

Atlas Mara Limited's Update on Standstill and In Principle Agreement

Key Highlights:

-- Atlas Mara reaches in principle agreement with the majority of its creditors on key commercial terms of the previously announced debt restructuring

-- Key terms include extension of the forbearance of the maturities of the Company's debt facilities to 30 September 2021 (with the potential for further extensions with agreement from creditors), cessation of principal and interest payments during the period, disposal milestones and termination conditions

-- Discussions continue with ABCH creditors to reach agreement on key commercial terms of a debt restructuring

-- Agreement reached with majorities of both ATMA and ABCH creditors to extend the Standstill Agreement to 30 April 2021 in order to conclude discussions with ABCH creditors and prepare and agree binding legal agreements with all parties

   --      The Company continues to solicit engagement with non-participating creditors 
   --      Participating creditors are supporting the Company to robustly contest the TLG application 

Atlas Mara Limited ("Atlas Mara" or the "Company," and including its subsidiaries, the "Group"), the sub-Saharan African financial services group, hereby provides an update on progress and developments in its discussions with bilateral lenders and certain principal holders of the Group's convertible bonds due 31 December 2020.

Update on Restructuring Plan

Following its announcements of 29 December 2020 and 17 February 2021, Atlas Mara is pleased to announce that all of the creditors of the Company and ABCH who entered into the Standstill Agreement announced on 29 December 2020 have agreed to extend the Standstill Agreement until 30 April 2021. In addition, the Company is also pleased to announce that all of the creditors of the Company who entered into the Standstill Agreement have substantially agreed commercial terms with respect to a restructuring of the Company's and ABCH's balance sheets. The Company and ABCH will continue discussions with other creditors with a view to agreeing commercial terms with them.

Key commercial terms agreed between the Group and the relevant Company level creditors include:

-- participating creditors agreeing to extend the forbearances with respect to maturity of the Company's debt facilities that were granted under the Standstill Agreement until 30 September 2021, with the option for these forbearances to be extended until 31 December 2021 and beyond with agreement from participating creditors. The forbearances with respect to the maturities of ABCH's debt facilities are expected to be extended until such times as are agreed with the relevant creditors;

-- the Company and ABCH agreeing not to make any principal or interest payments under their debt facilities for the duration of the agreement, and interest that would otherwise have been paid will be capitalised and added to the principal amounts outstanding;

-- the Company and ABCH committing to continue to complete their strategic review processes and to undertake certain divestitures in accordance with certain milestones;

-- the Company and ABCH agreeing to certain early termination rights if certain requirements are not satisfied or milestones are not satisfied or extended by participating creditors;

-- the Company and ABCH agreeing to certain arrangements in respect of the application of proceeds from disposals, including certain repayment rights and intercreditor protections; and

-- the Group continuing to have the support of UBS O'Connor LLC in its capacity as new money provider under the secured facility agreement which was announced on 29 December 2021 and provision being made to continue to support ABCH's liquidity and working capital requirements, subject to certain conditions and progress on the divestment programme.

The execution of the transaction remains subject to a legally binding agreement being reached between the Group and its creditors. These arrangements relate to the holding companies only and exclude facilities of the Group's operating companies.

In order to provide the Group with a stable platform until a legally binding agreement is executed, the parties to the Standstill Agreement described in the Company's 29 December 2020 announcement have agreed to extend the forbearances contained in the Standstill Agreement until 30 April 2021. This includes the Company's creditors that have agreed to the commercial terms described above, as well as the creditors of ABCH which are still engaged in constructive negotiations with the Group. The Company and ABCH consider that the agreement by those creditors of ABCH who entered into the Standstill Agreement to extend the Standstill Agreement shows that those creditors remain supportive of the Group and the ongoing commercial discussions. The Company expects to issue a further announcement in due course once commercial terms have been agreed with the core group of ABCH's creditors.

In addition to the above, the Company will continue to engage with those creditors which have not signed up to the Standstill Agreement or agreed to the commercial terms described above in order to encourage them to do so. As previously noted in the Company's announcement of 17 February 2021, TLG filed an application with the High Court of Justice (Commercial Division) of the Eastern Caribbean Supreme Court, British Virgin Islands to seek to appoint joint liquidators in respect of the Company. The Company continues to intend to robustly contest it for the benefit of creditors as a whole and other stakeholders. The Company considers that the high levels of support given to it by the vast majority of the Group's creditors in agreeing the commercial terms described above and extending the Standstill Agreement will assist the Company in its efforts to resist TLG's action. In parallel, the Company will continue to seek to engage in discussions with TLG for a resolution that will be to the benefit of all stakeholders.

Strategic Review and Divestment Programme

As previously announced to the market, the Company's plan for a comprehensive recapitalisation or restructuring of the Company's and ABCH's balance sheet involves further strategic transactions, including additional divestitures, in addition to the previously announced transactions. The Company is advanced in its divestment programme, including transactions not previously announced, but which are in the final stages of regulatory approvals required prior to announcement and closure. The Company has also received several early-stage indications of interest regarding other assets. As part of the strategic review process, the Company is assessing these options with the aim of realising the best interests of all our stakeholders, though there can be no assurances that any offers would be accepted or any pending strategic transaction will be consummated.

The Company remains focused on concluding its strategic review process and divestiture programme to maximise value for its creditors and other stakeholders, recognising that there is a risk of insufficient value for shareholders if the Company is unable to do so.

These actions pertain only to the Company and do not impact the subsidiary banks. The subsidiary banks continue their operations as in the ordinary course. The Company will update the market on the restructuring process and ongoing divestment programme if there are any further material developments.

Contact Details:

Investors

Kojo Dufu, [phone]

Media

Apella Advisors, [phone]

Anthony Silverman

About Atlas Mara

Atlas Mara Limited (LON: ATMA) is a financial institution listed on the London Stock Exchange. Atlas Mara aims to be a positive disruptive force in the markets in which we operate by leveraging technology to provide innovative and differentiated product offerings, deliver excellent customer service and accelerate financial inclusion. For more information, visit www.atlasmara.com.

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April 01, 2021 02:02 ET (06:02 GMT)