For more information regarding the Written Procedure and a more detailed description of the Waivers, please see the notice of Written Procedure on the Company's website and the Agent's website.
In connection with the Written Procedure, the Company has also reached certain agreements-in-principle regarding upcoming earn-out payments and the Company is contemplating to carry out an intragroup restructuring involving its subsidiaries
- The Company has reached an agreement-in-principle with PMG Group A/S,
SMD Group Ltd andDouble Down Media Ltd as sellers regarding the Company's purchase ofVoonix ApS ,Matching Visions Ltd andTraffic Grid Ltd to settleEUR 3.75 million of the total earn-out payment by way of cash payment ofEUR 2 million and a debt-to-equity swap withEUR 1.75 million being paid by way of a directed set-off issue of shares in the Company, and that the difference between the finally determined earn-out payment andEUR 3.75 million shall remain as non-interest bearing debt in the Company and be paid after the Bonds have been redeemed in full (the "PMG Earn-out"); -
the Company has reached an agreement-in-principle with
RIAE Media Ltd as seller regarding the Company's purchase of sixty (60) per cent. of the shares inAcroud Media Ltd whereby (i) the Company shall sell back nine (9) per cent. of the total number of shares inAcroud Media Ltd toRIAE Media Ltd for a consideration ofEUR 1.1 million (the "Acroud Media Disposal") and (ii)RIAE Media Ltd shall refrain from using a put option which givesRIAE Media Ltd the right to request that the Company buysRIAE Media Ltd's remaining shares inAcroud Media Ltd (the removal of the put option will lower the Group's total contingent liabilities on its balance sheet withEUR 13 million calculated as per30 April 2023 ); and -
the Company is contemplating, following the Acroud Media Disposal, to carry out an intragroup restructuring in relation to
Acroud Sports Ltd andAcroud Media Ltd for the purpose of transferring all assets fromAcroud Sports Ltd toAcroud Media Ltd (the "Asset Transfer") prior to a solvent liquidation ofAcroud Sports Ltd (the "Intragroup Restructuring") (in order to optimise the Group's cost base by way of creating a leaner and more efficient structure, which is expected to strengthen the Group's cash flow generation going forward).
It is requested in the Written Procedure that the bondholders shall approve the Waivers as summarised below:
- waive the obligation of the Company under Clause 11.4 (Mandatory partial prepayment) of the Terms and Conditions to make the mandatory partial prepayment on
5 July 2023 (i.e. the only mandatory partial prepayment to be made under the Terms and Conditions shall be made by the Company on the second anniversary of the Issue Date corresponding to ten (10) per cent. of the Initial Nominal Amount); - waive the undertaking in Clause 14.4 (Financial Indebtedness) of the Terms and Conditions in relation to the PMG Earn-out and consent to that the PMG Earn-out shall constitute Permitted Debt under the Terms and Conditions;
- waive the undertaking in Clause 14.11 (Disposal of assets) of the Terms and Conditions pursuant to which the Company is prohibited to, inter alia, sell shares in its subsidiaries in order for the Company to carry out the Acroud Media Disposal;
-
if the Intragroup Restructuring will result in the Company selling its shares in
Acroud Media Ltd toAcroud Sports Ltd for the purpose of structuringAcroud Media Ltd as a subsidiary toAcroud Sports Ltd :-
waive the undertakings of the Issuer under the share pledge agreement dated
15 July 2022 relating to the shares owned by the Company inAcroud Sports Ltd in order for the Issuer to complete the Asset Transfer; -
waive the obligation of the Company under Clause 14.10 (Additional Security and Guarantees) of the Terms and Conditions to procure that Transaction Security is provided over all shares owned by the Group in
Acroud Media Ltd and thatAcroud Media Ltd accedes to the Guarantee and Adherence Agreement as a Guarantor, in each case no later than ninety (90) calendar days following the publication of the Annual Report for the financial year 2022, until ninety (90) calendar days after the solvent liquidation ofAcroud Sports Ltd ; and -
consent to releasing the Transaction Security over the shares in
Acroud Sports Ltd as well asAcroud Sports Ltd resigning as Guarantor under the Guarantee and Adherence Agreement in connection with the solvent liquidation ofAcroud Sport Ltd in order for the Company to complete the Intragroup Restructuring; and
-
waive the undertakings of the Issuer under the share pledge agreement dated
-
if the Intragroup Restructuring will result in the Company selling its shares in
Acroud Sports Ltd toAcroud Media Ltd for the purpose of structuringAcroud Sports Ltd as a subsidiary toAcroud Media Ltd , consent to releasing the Transaction Security over the shares inAcroud Sports Ltd as well asAcroud Sports Ltd resigning as Guarantor under the Guarantee and Adherence Agreement in connection with the sale of the Issuer's shares inAcroud Sports Ltd toAcroud Media Ltd.
In exchange for the bondholders' consent to provide the Waivers, certain major shareholders in the Company have agreed to:
- make an equity injection in a total amount of
SEK 22 million by way of a directed issue of shares in the Company in order to provide additional liquidity to the Company; -
make a directed issue of shares in the Company in the amount of approximately
SEK 25 million where the payment will be facilitated through payment in kind consisting of Bonds held by certain shareholders of the Company with an aggregated nominal amount ofSEK 25 million in order to lower the Company's future interest payments under the Bonds; and -
convert a
SEK 4.3 million shareholder loan into equity in the Company by way of a directed set-off issue of shares in the Company.
Bondholders representing 51.7 per cent. of the outstanding nominal amount under the Bonds have agreed to vote in favour of the proposal in the Written Procedure.
The outcome of the Written Procedure will be announced by way of a press release in connection with the termination of the Written Procedure. The voting record date is
For questions to the Agent regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.
Responsible parties
This information constitutes inside information that
For further information, please contact:
+356 9999 8017
Telephone: +356 2132 3750/1
E-mail: info@acroud.com
Website: www.acroud.com
Certified Adviser:
About
https://news.cision.com/acroud-ab/r/acroud-ab-initiates-a-written-procedure-under-its-outstanding-bond-loan,c3782701
https://mb.cision.com/Main/11576/3782701/2112265.pdf
(c) 2023 Cision. All rights reserved., source