REG - Aferian PLC - Sale of the Company’s Subsidiaries

AferianAnnouncement

06/03/2026 16:30

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RNS Number : 7381V  Aferian PLC  06 March 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")

Sale of the Company's subsidiaries

Earlier today the Company announced that David Hudson and Philip Armstrong of
FRP Advisory Trading Limited had been appointed as joint administrators of the
Company (the "Joint Administrators"). The affairs, business and property of
the Company are being managed by the Administrators who act as agents of the
Company and without personal liability.

 

The Company, acting by the Joint Administrators, has entered into a "pre-pack"
sale agreement (the "Sale Agreement") to sell to Sapphire Technology Group
Limited (the "Buyer") all of its subsidiaries by means of a sale of all the
shares in the issued share capital of Amino Holdings Limited, the direct
subsidiary of the Company that itself owns (directly or indirectly) all of the
other subsidiaries of the Group which carry on the Amino and 24i businesses
(the "Sale").

 

The Sale was completed immediately upon the Sale Agreement being entered into.

 

The consideration receivable by the Company under the Sale Agreement is
US$1,300,000 (exclusive of any applicable VAT), which was satisfied in full in
cash on completion, plus deferred contingent consideration of US$700,000,
payable in full in cash on 31 January 2027 (or as soon as possible thereafter
as the annual recurring revenue and consolidated revenue (each as referred to
below) are agreed between the Company and the Buyer or determined in
accordance with the Sale Agreement) if both:

 

(i)         the annual recurring revenue (based on contracts with not
less than 12 months of revenue outstanding as at 30 November 2026) of the 24i
business for the financial year ending 30 November 2026 exceeds US$8,900,000;
and

 

(ii)        the total consolidated revenue of the acquired subsidiaries
for the financial year ending 30 November 2026 is not less than US$30,600,000.

 

All of such initial consideration and deferred contingent consideration, while
receivable by the Company, will be applied by the Joint Administrators in
meeting the costs of the administration and in making payments to the
Company's secured creditors.

 

Background

Aferian only has two operating divisions: 24i, which focusses on streaming
video experiences, and Amino, which connects Pay TV to streaming services both
of which are held by Amino Holdings Limited. These 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. The 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.

 

As set out in its audited results for the year ended 30 November 2024   the
loss before tax for Amino Holdings Limited was £318k and its net assets were
£14m.

 

The Amino and 24i businesses will continue to be carried on, under the Buyer's
ownership, by the subsidiaries disposed of to the Buyer. The Sale protects the
former trading operations of the Group, ensures continuity of service to
customers, preserves jobs and provides some return to the Company's secured
creditors.

 

However, as anticipated in the announcement dated 6 March 2026 as the
consideration received by the Company under the Sale is significantly less
than the outstanding amount of the Group's secured banking facilities of
$16.5m there will be no return for shareholders of the Company.

 

Following completion of the Sale, the Company has ceased to own, control or
conduct all of its existing trading business, activities or assets.
Furthermore, as set out in the later announcement dated 6 March, the Company
has one month to appoint a new Nominated Adviser, otherwise the Company's
shares to trading on AIM will be cancelled. The Company has no current
intention of appointing a replacement Nominated Adviser and accordingly it is
anticipated that the Company's ordinary shares will be cancelled from trading
on AIM with effect from 7.30am on 7 April 2026.

 

For further information please contact:

 

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

 Mark Carlisle, Chief Executive Officer

 FRP Advisory Trading Limited             +44 (0) 20 8187 8814
 Bobby Cotter

 

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