ATLAS Mara Limited Update on Standstill and Statement regarding TLG (4070P)
17 February 2021 - 7:34PM
UK Regulatory
TIDMATMA
RNS Number : 4070P
ATLAS Mara Limited
17 February 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
17 February 2021
Atlas Mara Limited's Update on Standstill and Statement
regarding TLG
Key Highlights
-- Atlas Mara and the consenting creditors under the recently
announced Standstill continue constructive discussions to achieve a
comprehensive debt restructuring.
-- Previously announced strategic initiatives remain on track,
with accelerated activity to complete contemplated
divestitures.
-- A small holdout creditor, TLG, has filed a Court application against the Company.
-- The Company sees TLG's actions as both hostile and
detrimental to the interests of the Company and its creditors,
including TLG itself.
-- A number of significant creditors have, since TLG's
application, reaffirmed their support for the Company and intend to
assist in contesting TLG's actions.
-- The Company's subsidiary banks remain unaffected by TLG's
counter-productive actions and their operations continue in the
ordinary course.
Further Details
Atlas Mara Limited ("Atlas Mara" or the "Company," and including
its subsidiaries, the "Group"), the sub-Saharan African financial
services group, hereby provides an update on progress made and
developments in its discussions with bilateral lenders and certain
principal holders of the Group's convertible bonds due 31 December
2020.
As previously announced by the Company on 29 December 2020, the
Company, and certain other members of the Group, had entered into a
standstill agreement with certain creditors in respect of the
Company's and ABC Holdings Limited ("ABCH")'s financing
arrangements (the "Standstill"). Creditors representing over 87.7
percent of the aggregate amount outstanding under bilateral
facilities of the Company and ABCH agreed to enter the Standstill
or similar bilateral agreements. The Standstill was also entered
into by over 60 percent of the principal holders of the Group's
convertible bonds due 31 December 2020.
The objective of the Standstill is to provide sufficient time
for engagement between the Company and its creditors to reach
agreement on a sustainable long-term solution for the Company's and
ABCH's debt and repayment profile. The consenting creditors under
the Standstill have agreed not to exercise certain rights, or
otherwise take actions, in respect of rights and repayments that
may arise under the convertible bonds and bilateral facilities as a
result of the Group not making principal and interest payments,
until and including the earlier of 31 March 2021 (unless extended)
and termination of the Standstill.
Since announcing the Standstill agreement in December 2020, the
Company has continued to have a constructive dialogue with the
trustee of the convertible bonds and additional bondholders above
the initial 60 percent of principal holders and has been focussed
on developing its restructuring proposal with reference to the
interim milestones in the Standstill. While agreement has yet to be
reached, the Company and the consenting creditors under the
Standstill continue to make progress in discussions on a proposed
plan that will provide stability for the benefit of all
stakeholders. The plan for comprehensive recapitalisation or
restructuring of the Company's and ABCH's balance sheet involves
further strategic transactions including divestitures in addition
to the previously announced transactions. The Company continues to
make significant progress on the previously announced divestitures,
and has further reviewed a range of other options with respect to
its other assets to realign the balance sheet for value realization
and help the Company weather the challenges wrought by the COVID-19
pandemic. The Board of Atlas Mara is pursuing a comprehensive
solution for the Company's balance sheet and acceleration of
potential strategic transactions for the benefit of all relevant
stakeholders.
While the Company continues discussions with certain holdout
creditors, the Company announces that it has been informed by
lawyers acting for one of its holdout creditors, TLG ATMA Ltd
("TLG") that TLG has filed an application with the High Court of
Justice (Commercial Division) of the Eastern Caribbean Supreme
Court, British Virgin Islands pursuant to section 159, section
162(a) and section 162(1)9b) of the Insolvency Act 2003 seeking to
appoint joint liquidators in respect of the Company (the
"Application"). The amount of outstanding debt related to TLG is
approximately $10.8 million, which includes accrued interest and
other costs that TLG is seeking, as compared to the overall amounts
due to other consenting creditors who continue to be
supportive.
By way of background, TLG and two other creditors did not agree
to enter into the Standstill or similar arrangement with the
Company, notwithstanding the benefits of the Standstill to the
Company's creditors as a whole. Since executing the Standstill with
a significant majority of its creditors, the Company has continued
to attempt to engage with TLG in an effort to obtain its support
and agreement to the terms of the Standstill or to find another
consensual solution. TLG has not been receptive to these options
and has instead taken a number of actions which the Company
believes are damaging to TLG's position and the position of the
Company's other creditors, including filing and subsequently
withdrawing a Statutory Demand and culminating in the filing of the
Application on 16 February 2021 without proper consultation with
the Company. A number of significant consenting creditors have
reaffirmed their support for the Company by granting certain
waivers as a result of these hostile actions taken by TLG.
The Company is in discussions with TLG to have the application
withdrawn. In the event that TLG is unwilling to withdraw the
application, the Company intends to robustly contest it for the
benefit of its creditors as a whole and other stakeholders. The
Company continues to have support from a significant majority of
creditors as a result of the Standstill and intends to continue
working towards the successful implementation of a restructuring
and divestiture programme in order to maximise value for its
creditors and other stakeholders, recognizing that there is a risk
of insufficient value for shareholders if the Company is unable to
do so.
These actions pertain only to the Company and do not impact the
subsidiary banks, which operations continue in the ordinary course.
The Company will update the market with any further material
developments on the TLG application, the restructuring process and
ongoing divestitures.
Contact Details:
Investors
Kojo Dufu, +1 212 883 4330
Media
Apella Advisors, +44(0) 7818 036 579
Anthony Silverman
About Atlas Mara
Atlas Mara Limited (LON: ATMA) is a financial institution listed
on the London Stock Exchange. Atlas Mara aims to be a positive
disruptive force in the markets in which we operate by leveraging
technology to provide innovative and differentiated product
offerings, deliver excellent customer service and accelerate
financial inclusion. For more information, visit
www.atlasmara.com.
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