REG - Aferian PLC - Extension of Senior Banking Facilities and Update

AferianAnnouncement

13/02/2026 07:00

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RNS Number : 9306S  Aferian PLC  13 February 2026

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.

AFERIAN PLC

("Aferian", the "Company" and with its subsidiaries the "Group")

Extension of Senior Banking Facilities and Update

 

Extension to Banking Facilities

 

As announced on 29 September 2025, 29 November 2025, 12 December 2025 and 30
January 2026 (the "Announcements") the Company entered into short-term
extensions to its secured banking facilities of $16.5m (the "Banking
Facilities"), which were due to expire on 30 September 2025, extending the
Banking Facilities' repayment date first to 30 November 2025, then to 12
December 2025, then 30 January 2026 and most recently to 13 February 2026.

 

The Company has now agreed with Barclays Bank, Bank of Ireland and HSBC (the
"Senior Lenders") a further short extension of the Banking Facilities'
repayment date to 20 March 2026 to enable the Company to continue exploring
both a sale of its Amino and 24i businesses and a sale of the Company.

 

The repayment date for the Banking Facilities may, with the Senior Lenders'
consent, be extended again, beyond 20 March 2026.  However, there can be no
guarantee the Banking Facilities will be extended again.

 

Other than the change to the repayment date set out above, the terms of the
Banking Facilities remain materially unchanged from those set out in the
announcement of 29 September 2025, save for the addition of certain
information disclosure obligations for the Company.

 

All terms of the loan arranged by the Company's largest shareholder, Kestrel
Partners LLP (the "Kestrel Loan"), remain unchanged. Inclusive of capitalised
interest accrued to date, the Kestrel Loan has a principal amount of
c.£1.593m. The Kestrel Loan has a maturity date of 15 April 2026.

 

Update

 

As announced on 29 September 2025 (the "Announcement") the Company confirmed
it had commenced 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").

 

In addition, as also set out in the Announcement, the Company continues to
explore 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, or other
funding solutions will provide a more beneficial outcome for the Company's
stakeholders ("Alternative Options").

 

Positively, a number of credible parties are actively engaged in
advanced discussions with the Company in relation to Alternative Options to
safeguard the Group's trading operations. However, some, but not all, of the
Alternative Options currently being explored would result in the Company
realising materially less than the outstanding amount of the Banking
Facilities.

 

As part of these processes, the Group continues to incur significant
exceptional advisors' costs in addition to being required to meet certain
other significant near-term working capital requirements. Consequently, the
Company continues to explore all options to provide additional working capital
to the Group as part of the other funding solutions referred to above.

 

Negotiations in relation to the Alternative Options are ongoing, with the
continuing support of the Senior Lenders. However, there can be no certainty
that any Alternative Options will be progressed, that any sale will be
concluded, or that sufficient working capital will be available when required.

 

Full details of the Formal Sale Process are set out in the Announcement. 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.

 

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

 

 

For further information please contact:

 

 Aferian plc                                      +44 (0) 1223 641990
 Mark Wells, Chairman                             investors@aferian.com

 Mark Carlisle, Chief Executive Officer

 Zeus (Nominated Adviser and Broker)              +44 (0)20 3829 5000
 Katy Mitchell, Oscar Stack (Investment Banking)

 Benjamin Robertson (ECM)

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) and is headquartered in Cambridge, UK.

For more information, please visit www.aferian.com

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.

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.

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.

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