REG - Bango PLC - Loan Agreement and Related Party Transaction

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RNS Number : 7042L  Bango PLC  06 June 2025

Bango PLC

 

("Bango" or the "Company")

 

Loan Agreement and Related Party Transaction & RCF

 

Cambridge, UK, 6 June 2025 - Bango (AIM: BGO), today announces it has entered
into a new loan agreement (the "New Loan") with NHN Corporation ("NHN") to
extend and replace the existing loan agreement entered in to on 23 June 2023
(the "Current Loan").

 

Pursuant to the New Loan, Bango will receive an additional 3.9B KRW (c.$2.85M)
cash to be used to strengthen the balance sheet and provide further
flexibility to accelerate planned efficiency improvements.

 

The remaining 5 capital repayments (6.5B KRW or c. $4.75M) of the Current Loan
(payable quarterly from June 2025 to June 2026) will be deferred. Both the
additional funding and remaining balance of the Current Loan will be repaid
over 8 equal quarterly instalments, starting in December 2026 and ending in
September 2028. The New Loan and Current Loan will carry a fixed annual
interest rate of 7 per cent. There is no early repayment penalty and the loan
is unsecured with no arrangement fees.

 

In connection with the New Loan, NHN has been granted 2,048,319 5-year
warrants to purchase new ordinary shares in Bango at 80p each (the average
closing share price over the 30 trading days preceding the agreement in
principle being received from NHN) (the "Warrants"). Full exercise of these
Warrants would equate to 2.6% dilution of Bango current issued share capital.
These Warrants replace the 314,380 Warrants, equating to 0.4% dilution,
granted with the Current Loan which have been cancelled.

 

 

Related Party Transaction

 

NHN is a substantial shareholder of Bango and, accordingly, the New Loan
Agreement is classified as a related party transaction pursuant to the AIM
Rules for Companies. The Directors of Bango (all of which are independent of
the Transaction) having consulted with Singer Capital Markets, the Nominated
Adviser for Bango, consider that the terms of the New Loan Agreement are fair
and reasonable insofar as Bango shareholders are concerned.

 

Revolving Credit Facility

 

In addition, Bango has secured a new $15M multi-currency Revolving Credit
Facility ("RCF") with NatWest. The RCF provides a committed, long-term
financing solution that replaces the existing £3M overdraft from Barclays.
The new RCF is a three-year facility with a step down in year 3 to $12M.
Borrowings are subject to interest of SOFR plus a margin. The margin will
initially be fixed for 12 months and then calculated based on a ratchet linked
to net leverage. The facility includes standard financial covenants based on
Bango's overall net leverage, interest cover and level of capital expenditure,
with each covenant tested on a quarterly basis (starting September 25).

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU)
No.596/2014. Upon the publication of this announcement, this inside
information is now considered to be in the public domain. The person
responsible for making this announcement on behalf of Bango is Paul Larbey,
Chief Executive Officer.

 

 

ENDS

 

 

Engage with the Bango management team directly by asking questions, watching
video
summaries and seeing what other shareholders have to say. Navigate to
our interactive Investor hub here: https://bangoinvestor.com/link/lPdqky
(https://bangoinvestor.com/link/lPdqky)

 

For further information, please contact:

 

 Investor questions on this announcement                https://bangoinvestor.com/link/lPdqky (https://bangoinvestor.com/link/lPdqky)

 We encourage all investors to share questions

 on this announcement via our investor hub
 Bango PLC                                              +44 1223 617 387

 Paul Larbey, CEO

 Matt Wilson, CFO
 Singer Capital Markets (Nominated Adviser and Broker)  +44 20 7496 3000

 Jen Boorer

 Asha Chotai

 

Subscribe to our news alert service: https://bangoinvestor.com/auth/signup
(https://bangoinvestor.com/auth/signup)

 

About Bango

 

Bango enables content providers to reach more paying customers through global
partnerships. Bango revolutionized the monetization of digital content and
services, by opening-up online payments to mobile phone users worldwide.
Today, the Digital Vending Machine(®) is driving the rapid growth of the
subscriptions economy, powering choice and control for subscribers.

 

The world's largest content providers, including Amazon (NASDAQ: AMZN), Google
(NASDAQ: GOOG) and Microsoft (NASDAQ: MSFT) trust Bango technology to reach
subscribers everywhere.

 

Bango, where people subscribe. For more information,
visit www.bangoinvestor.com (http://www.bangoinvestor.com/)

 

 

 

 

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