AFRN Aferian Plc

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated by the Market Abuse Regulation (EU) No.596/2014, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Aferian plc

("Aferian", the "Company" or the "Group")

Extended Finance Facilities

Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions company, today announces that it has secured an extension to the maturity dates of its senior loan facilities and its shareholder loan.

Mark Wells, Chairman of Aferian plc, commented:

"Securing an extension to our senior loan facilities and shareholder loan combined with the management actions taken to streamline the operations of the Group in the last twelve months now provides a stable financial platform on which the Group can move forward."

Senior Loan Facilities Maturity Extension

As previously announced, the Company has been in discussions with its bank lenders regarding a maturity extension of its $16.5 million senior banking facilities. The Company is pleased to announce that it has secured an extension to these facilities, previously due to mature on 23 December 2024, to 30 September 2025. At 30 April 2024 $12.5 million was drawn under these facilities.

The interest margin payable on the drawn amount of the facilities has been increased to between 3% to 4.5% over Sonia (dependent on net leverage). The leverage, interest cover and fixed charge cover ratio covenants have been removed and the available liquidity covenant has been relaxed, affording the Group greater flexibility.

The Board is satisfied that these revised terms reflect the current and forecast requirements of the Group and support the changes to the Group's business as outlined in previous announcements. The Board intends to work with its bank lenders to explore refinancing options for the senior banking facilities in good time ahead of the extended maturity date.

Shareholder Loan Maturity Extension

In May 2023 certain funds managed by Kestrel Partners LLP (together the "Kestrel Lenders") provided an unsecured term loan facility of up to £3.25 million to the Company. £1.125 million of this facility was drawn (the "Shareholder Loan") and the balance was cancelled on completion of the placing of new ordinary shares in July 2023. In connection with the drawing of the Shareholder Loan, the Company issued to the Kestrel Lenders warrants ("Warrants") to subscribe for a total of 4.5 million ordinary shares at 17p per ordinary share.

The original maturity date of the Shareholder Loan was approximately four months after the previous maturity date of the Group's senior banking facilities. Therefore, and as required by the Company's bank lenders in connection with the extension and revisions to the Group's senior banking facilities as set out above, the Company has agreed with the Kestrel Lenders an extension to the maturity date by which the Shareholder Loan must be repaid, from 31 March 2025 to 31 January 2026.

The principal terms of the Shareholder Loan and related warrants were also amended to reflect a 5% increase in the annual coupon on the Shareholder Loan with interest rolling up on a quarterly basis, paid in kind, to 15% and a reduction in the strike price of the Warrants from 17p to 5p per ordinary share.

Full year results

The Group continues to expect to report its full year audited results for the year ended 30 November 2023 later this month, May 2024.

Related Party Transactions

The revisions to the terms of the Shareholder Loan as set out above constitute a related party transaction under the AIM Rules for Companies by virtue of Kestrel being a substantial shareholder in the Company and Max Royde, Non-Executive Director of the Company, being a managing partner of Kestrel. The Directors (excluding Max Royde) consider, having consulted with Investec, the Company's nominated adviser, that the terms of the revision to the Shareholder Loan are fair and reasonable in so far as shareholders are concerned.

The person responsible for the release of this announcement on behalf of the Company for the purposes of MAR is Mark Carlisle, Chief Financial Officer.

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Important information

Certain statements, statistics and projections in this announcement are or may be forward looking. By their nature, forward‑looking statements involve a number of risks, uncertainties or assumptions that may or may not occur and actual results or events may differ materially from those expressed or implied by the forward-looking statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Accordingly, forward-looking statements contained in this announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which are based on the knowledge and information available only at the date of this announcement's preparation.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority ("FCA") and the PRA, is acting exclusively for the Company and no one else in connection with the subject matter of this announcement and shall not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec, nor for providing advice in connection with any matter referred to herein. Neither Investec nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein or otherwise.

About Aferian plc

Aferian plc (AIM: AFRN) is a B2B video streaming solutions company. Our end-to-end solutions bring live and on-demand video to every kind of screen. We create the forward-thinking solutions that our customers need to drive subscriber engagement, audience satisfaction, and revenue growth.

It is our belief that successful media companies and services will be those that are most consumer-centric, data driven and flexible to change. We focus on innovating technologies that enable our customers stay ahead of evolving viewer demand by providing smarter, more cost-effective ways of delivering end-to-end modern TV and video experiences to consumers. By anticipating technological and behavioural audience trends, our software solutions empower our customers to heighten viewer enjoyment, drive growth in audience share and ultimately their profitability.

Aferian plc has two operating companies: 24i, which focusses on streaming video experiences, and Amino, which connects Pay TV to streaming services. Our two complementary companies combine their products and services to create solutions which ensure that people can consume TV and video how and when they want it. Our solutions deliver modern TV and video experiences every day to millions of viewers globally, via our growing global customer base of over 500 service providers.

Aferian plc is traded on the London Stock Exchange's AIM stock market (AIM: symbol AFRN). Headquartered in Cambridge, UK, the Company is located in 11 offices, including major European cities as Amsterdam, Helsinki, Copenhagen and Brno, as well as in San Francisco and Hong Kong.  For more information, please visit www.aferian.com.