TIDMATMA
RNS Number : 2777F
ATLAS Mara Limited
14 July 2021
14 July 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Atlas Mara Limited
( the "Company")
Atlas Mara Announces Successful Restructuring
Key Highlights:
-- Atlas Mara announces execution of a binding debt
restructuring agreement with a significant majority of its
creditors
-- This milestone provides long-term stability for the Company
to implement its strategic review, including its divestment
programme and maintain on-going operations
-- These actions pertain only to the Group's holding company
structure and do not impact the subsidiary banks, whose underlying
performance remains strong
-- Company continues to make progress on completion of previously announced divestitures
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 the outcome of its
discussions with bilateral lenders and certain principal holders of
the Group's convertible bonds.
The Company is pleased to announce that it has entered into a
support and override agreement with a significant majority of its
creditors in respect of the Company's and ABC Holdings Limited's
("ABCH") financing arrangements (the "Support and Override
Agreement" or "restructuring agreement"). Creditors representing 88
per cent. of the aggregate amount of debt outstanding under the
Company's direct and contingent financial liabilities agreed to
enter the Support and Override Agreement. This includes over 60 per
cent. of the principal holders of the Group's convertible
bonds.
This high level of support from the creditors enables a
long-term stable platform to allow the Company to complete its
strategic review and divestments program. The restructuring
agreement forbears or extends the repayment schedules of the debt
of the Company and ABCH, providing additional time for value
recovery amid the ongoing challenging macroeconomic environment. As
mentioned in prior market announcements, due to impact of the
on-going pandemic and macro challenges faced in the markets in
which it operates, the Company embarked on the process that now
culminates in the execution of this restructuring agreement.
The Support and Override Agreement is focused only on the
Group's holding company structure and does not include the
operating subsidiaries as parties (although they receive certain
benefits from the holding companies being parties). The key terms
of the Support and Override Agreement include:
-- the creditors who are a party to the Support and Override
Agreement (the "Participating Creditors") have agreed to
forbearances in respect of certain events of default under their
relevant facilities while the Support and Override Agreement is
effective including (i) non-payment of amounts due under certain of
the Company's and ABCH's financing agreements, (ii) any
deterioration in the financial or operational performance of the
Group as a result of COVID-19, and (iii) any breach of any
financial covenant under certain of the Company's and ABCH's
financing agreements;
-- the Participating Creditors with direct facilities with the
Company have agreed to forbearances in respect of the maturities of
their facilities to 30 September 2021, with the possibility of
further extension;
-- the Participating Creditors with direct facilities with ABCH
have agreed to waive the maturities of their facilities until 31
December 2022, with the possibility of further extension;
-- proceeds received in respect of the Group's on-going
strategic divestments will be held by Wilmington Trust, acting as
Global Agent, to support repayments of the Company's and ABCH's
creditors in accordance with agreed "waterfall" arrangements;
-- Participating Creditors have agreed to either support, or not
object to, the Company and ABCH proposing a restructuring procedure
if required, including a UK restructuring plan, UK scheme of
arrangement or a scheme of arrangement under Part IX of the British
Virgin Islands Business Companies Act 2004, to ensure that all of
the Company's financial creditors become bound by the terms of the
Support and Override Agreement;
-- the Support and Override Agreement also governs, and provides
a stable framework for, the Company's ongoing liquidity needs -
current projections show that the Support and Override Agreement
will allow the Company to meet its liquidity needs for the duration
of the term of the Support and Override Agreement;
-- the Support and Override Agreement also requires the Company
to consider taking steps to cancel the listing and admission to
trading on the London Stock Exchange of the Company's shares in
order to reduce costs and administrative burden since the listing
does not generate sufficient benefit to the Company, and in the
context of the on-going strategic review. The Company will update
the market regarding any such delisting and the steps required in
order to implement it or other strategic options; and
-- the Support and Override Agreement will terminate either
automatically, or upon notice from certain Participating Creditors,
if specific criteria are not met, such as divestment milestones or
any successful liquidation applications.
The Company remains focused on executing on its strategic review
and divestiture programme, to maximize value for its creditors and
other stakeholders. As previously updated, the Company has entered
into agreements with respect to its assets in Mozambique, Rwanda,
Tanzania, and Botswana, and hereby provides the following updates.
As previously announced, the transaction with respect to its
investment in Mozambique was completed in May 2021. The Company has
secured regulatory approval for the transactions with respects to
its investments in Rwanda and Botswana, and parties are now in the
process of concluding pre-completion conditions. Regulatory
approval is pending with respect to the transaction with respect to
its investment in Tanzania.
In parallel, the Company continues discussions with certain
creditors with smaller claims and who are not currently party to
the Support and Override Agreement. Further, the Company is
robustly contesting TLG's liquidation application, which the
Company believes is without merit and not in the best interests of
the Company's creditors nor TLG itself. As demonstrated by the
Support and Override Agreement, the Company continues to have
support from a significant majority of its creditors and intends to
continue working towards the successful implementation of its
restructuring and divestiture programme in order to maximise value
for the benefit of its creditors as a whole, and other
stakeholders, and as previously announced, recognizing that there
is a risk of insufficient value for shareholders if the Company is
unable to do so.
As previously updated, these actions pertain only to the Group's
holding company structure 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 in respect
of the strategic review including the on-going divestments, the TLG
application, and the Support and Override Agreement.
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. For more information, visit
www.atlasmara.com.
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END
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