Extension to banking facilities and sale process

Aferian

29/09/2025 10:04

RNS Number : 2048B

Aferian PLC

29 September 2025

 

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT MADE UNDER RULES 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE"). IT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR. 

 

FOR IMMEDIATE RELEASE

 

29 SEPTEMBER 2025

 

AFERIAN PLC

 

("Aferian", the "Company")

Extension to banking facilities, commencement of formal sale process and M&A sale process in respect of one or more of the Company's subsidiaries

 

 

Extension to Banking Facilities

 

As previously announced on 28 July 2025, the Company has been in discussions with its lenders, Barclays Bank, Bank of Ireland and HSBC (the "Company's Lenders") with respect to an extension to its secured banking facilities of $16.5m, which were due to expire on 30 September 2025 (the "Banking Facilities"). Further details of the Banking Facilities are set out in the announcements dated 31 May 2023 and 7 May 2024.

 

The Company's Lenders have now agreed a short-term extension to the Banking Facilities, extending the repayment deadline to 30 November 2025 to enable the Company to explore both a sale of its Amino and 24i businesses and a sale of the Company. Those sale processes are being launched today and further details are set out below.   

 

The repayment deadline for the Banking Facilities may, with the Company's Lenders' consent, be extended again, beyond 30 November 2025.  However, there can be no guarantee that a willing purchaser for either the businesses or the Company will be identified within the Banking Facilities' current extension period or that the Banking Facilities will be extended again.

 

Other terms of the Banking Facilities remain materially unchanged other than:

 

·      a relaxation of the pre-existing liquidity covenant for the extension period

·      the inclusion of certain additional information and reporting obligations

·      the inclusion of additional events of default linked to the progress of the M&A Process (as defined below)

·      the utilisation of headroom in the Company's Banking Facilities to reduce and cancel existing ancillary facilities thereby reducing total liquidity available by approximately US$100,000 but otherwise with a net nil available liquidity impact.

 

All terms of the £1.125 million loan arranged by the Company's largest shareholder, Kestrel Partners LLP (the "Kestrel Loan"), remain unchanged. The Kestrel Loan has a maturity date of 31 January 2026.

 

Formal Sale Process

For the reasons set out above, the Board of Aferian (the "Board") has decided to immediately commence a "Formal Sale Process" for the Company (as referred to in Note 2 on Rule 2.6 of the Takeover Code (the "Code")) (the "Formal Sale Process").

 

The Company is not in any active discussions with any potential offeror and is not considered to be in receipt of an approach from any potential offeror as at the date of this announcement.

 

The Takeover Panel has agreed that any discussions with third parties in relation to an offer for the Company will take place within the context of a "Formal Sale Process" (as referred to in Note 2 on Rule 2.6 of the Takeover Code).

 

As part of the Formal Sale Process, the Board invites expressions of interest from interested parties regarding a potential transaction for the entire issued ordinary share capital of the Company. The Formal Sale Process is being managed by the Board, who are being advised by Zeus Capital Limited in respect of their obligations under the Takeover Code.

 

Parties interested in participating in the Formal Sale Process should contact Mark Wells (Chairman) or Mark Carlisle (Chief Executive Officer) through the email contact set out below to receive further information.

 

Interested parties will be required to enter into a non-disclosure agreement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the Formal Sale Process. The Company then intends to provide such interested parties with certain information on its business, following which interested parties will be invited to submit their proposals to the Board. The Company is commencing the Formal Sale Process immediately. Further announcements regarding timings for the Formal Sale Process will be made as appropriate.

 

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the Formal Sale Process will not be required to be publicly identified as a result of this announcement and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the Formal Sale Process. Interested parties should note Rule 21.2 of the Takeover Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2.

 

The Board reserves the right to alter any aspect of the process as outlined above or to terminate the process at any time and in such cases will make an announcement as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party at any time.

 

Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any offers will be made as a result of the Formal Sale Process, that any sale will be concluded, nor as to the terms on which any offer may be made.

 

As a consequence of this announcement, an 'offer period' has now commenced in respect of the Company in accordance with the Takeover Code, and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Takeover Code, which are summarised below in "Disclosure Requirements of the Takeover Code".

 

 

M&A Process

As set out above, in addition to the Formal Sale Process, the Company is exploring whether a sale of one or more of the Company's subsidiaries, or the business and assets of one or more of the Company's subsidiaries (the "M&A Process"), will provide a more beneficial outcome for the Company's stakeholders. The Company has appointed FRP Advisory Trading Limited ("FRP Advisory"), part of FRP Advisory Group Plc, to manage the M&A Process.

 

The Company intends to conduct a targeted and strategic process, focused on those parties that understand and value the full potential of the Company's businesses.

 

Parties interested in the potential acquisition of one or more of the Company's businesses should contact Ben Hughes at FRP Advisory through the email contact detail below to receive further information.



The person responsible for arranging this announcement on behalf of the Company is Mark Carlisle, Chief Executive Officer.

 

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

 

Rule 2.9 disclosure

As at the date of this announcement, Aferian has in issue 112,694,609 ordinary shares of 1p each ("Ordinary Shares"), with one vote per Ordinary Share, of which 1,482,502 Ordinary Shares of 1p each are held in treasury. The International Securities Identification Number (ISIN) of Aferian's Ordinary Shares is GB00B013SN63 and the LEI number is 21380068JIMBNNZJL315.

 

Additional information

Zeus Capital Limited ("Zeus"), is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Zeus is acting as financial adviser exclusively for Aferian and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Aferian for providing the protections afforded to clients of Zeus or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

 

FRP Advisory  is acting exclusively for the Company with respect to a potential transaction and will not be responsible to anyone other than the Company. Neither FRP Advisory nor any of its subsidiaries, affiliates or branches 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 FRP Advisory in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

 

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://aferian.com/investors. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

 

For further information please contact: 

 

Aferian plc
+44 (0) 1223 641990
Mark Wells, Chairman
Mark Carlisle, Chief Executive Officer
investors@aferian.com
Zeus (Nominated Adviser and Broker)
+44 (0)20 3829 5000
Katy Mitchell, Ed Beddows (Investment Banking)
Benjamin Robertson (ECM)
FRP Advisory
Ben Hughes (Corporate Finance)
+44 (0)20 3005 4109
ben.hughes@frpadvisory.com

 

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 to 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 divisions: 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 has offices in San Francisco, Amsterdam, Helsinki, Copenhagen, Madrid, Porto, Brno, and Hong Kong.

 

For more information, please visit www.aferian.com.

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