TIDMMTMY
RNS Number : 3889V
Matomy Media Group Ltd
02 December 2019
December 2, 2019
Contingent Full Redemption of Series A Convertible Bonds of
Matomy Media Group Ltd.
Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) ("Matomy" or
the "Company") hereby announces a contingent full early redemption
of the outstanding convertible bonds (Series A) of the Company[1]
(the "Bonds"), that will be executed on January 8, 2020 (the
"Redemption Date"), in accordance with the terms, as follows (the
"Contingent Early Redemption"):
1. The execution of the Contingent Early Redemption is subject
to the completion of the transaction of the sale of all the shares
in Team Internet AG, held by the Company through its subsidiaries
(90%) and by Rainmaker Investments GmbH (10%) to Centralnic Group
PLC (through a nominated owned subsidiary, the "Purchaser"), as was
published by the Company on November 15, 2019 (RNS number: 6530T)
(the "Transaction"), and to following conditions (the "Conditions
Precedent"):
a) receipt of the approval of the Company's shareholders for the
Transaction; Such shareholders meeting is set for December 23,
2019.
b) completion by the Purchaser of its proposed financing by means of a EUR40M bond issuance.
c) there being no Material Adverse Changes prior closing.
2. According to the bondholders resolution dated December 1,
2019, the bondholders have approved, that despite the provisions of
section 7.2 of the Deed of Trust (Series A), dated January 30,
2018, the Company shall be authorized to execute a full early
redemption of the Bonds at their Par Value (principal and
interest,) as shall be at the Redemption Date, provided that such
early redemption will be executed no later than January 15,
2020.
3. The consideration to be paid to the bondholder for the full
early redemption of the Bonds is set forth below (the
"Consideration")[2]:
Principal of the convertible NIS101,000,000
bonds (Series A)
The interest rate for the period
commencing on January 1, 2020
and until the Redemption Date
(January 8, 2020) 6.5%
---------------
Accrued interest of the convertible
bonds (Series A) for the period
commencing on January 1, 2020
and until the Redemption Date
(January 8, 2020) 143,890
---------------
The total sum to be paid for
each NIS 1 par value Bond 1.0014
---------------
The aggregate Consideration
to be paid 101,143,890
---------------
4. In accordance with Tel-Aviv Stock Exchange (the "TASE")
Regulations, the bondholders that will be entitled for the
Consideration for the full redemption of the Bonds shall be those
who hold the Company's Bonds on the Redemption Date.
5. TASE members shall withhold any applicable tax from the Consideration.
6. Pursuant the early redemption, the Company shall fully repay
all of its obligations to the bondholders and the Bonds will be
delisted from the TASE.
7. It should be noted that the Consideration to be paid to the
bondholders on the Redemption Date, as set forth in section 3
above, is in addition to the interest payment for the period
commencing on July 1, 2019 and ending on December 31, 2019, in the
sum of NIS 3,282,500 that will be paid to the bondholders on
December 31, 2019.
8. For the avoidance of doubt, it is clarified that if the
Conditions Precedent shall not be fully met, the Company shall not
execute the Contingent Early Redemption in accordance with and as
set forth in this announcement above.
Cautionary Statement
The announcement is prepared for convenience purposes only and
it does not constitute or form part of, and should not be construed
as, an offer to sell or issue, or the solicitation of an offer to
buy or acquire, securities of Matomy in any jurisdiction or an
inducement to enter into any investment activity.
This announcement includes forward-looking statements, which
include all statements other than statements of historic facts,
including, without limitation, those regarding Matomy's and/or its
subsidiaries' (the "Group") financial position, business strategy,
plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words
"targets", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would", "could" or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors beyond the Group's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. The Company, its
directors and its or their advisers expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Group's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based unless required to do so by applicable law or
the Rules of the High Growth Segment.
About Matomy
Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) is a global
media company. Founded in 2007 with headquarters in Tel-Aviv.
Matomy is dual-listed on the London and Tel Aviv Stock
Exchanges.
For more information:
Press Contact Information:
Noam Yellin, Noam@smartteam.co.il, +972-54-4246720
Website: http://investors.matomy.com
[1] As of this date, the outstanding par value of the bonds
(Series A) is NIS 101,000,000. Every NIS 4.26 par value Bond is
convertible to NIS 0.01 ordinary shares of the Company. The last
day to convert the Bonds into Company shares is December 30, 2019
(the "Last Conversion Date").
[2] The Consideration set forth in the table above is based on
the outstanding par value of the Bonds, as set forth in footnote 1
above. The Company estimates that none of the bondholders shall
convert the Bonds prior to the Last Conversion Date.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFSSFIEFUSEIE
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