Azerion simplifies loan structures between Azerion and Principion
Amsterdam, 11 December 2023 –
Azerion Group N.V. ("Azerion") announces that it
has today entered into an agreement with Principion Holding B.V.
("Principion") to simplify Azerion's loan
structure by settling several loans outstanding between Azerion and
Principion (the "Loan Settlement").
The objectives of the Loan Settlement are to
simplify Azerion’s capital structure by setting off mutually
outstanding unsecured liabilities, whilst at the same time
providing Azerion with security against remaining balances. The
Loan Settlement also provides Azerion the ability to use any
ordinary shares in the capital of Azerion (the
"Shares") to be acquired through the Loan
Settlement mechanism for value creating purposes for all
shareholders without the issuance of new Shares. The Loan
Settlement has been approved by Azerion's management board and
supervisory board.
As at the date of this press release, the
aggregate amount due and outstanding under the loans provided by
(i) Principion to Azerion is approximately EUR 17.5 million, and
(ii) Azerion to Principion is approximately EUR 36 million. In that
context, the Loan Settlement consists of the following
elements:
Settlement of outstanding loansThe aggregate
amounts outstanding under the various loans between Azerion and
Principion will be set off against each other. Following the
set-off, an amount of approximately EUR 18.5 million remains
outstanding under the terms of one remaining loan provided by
Azerion to Principion (the "Remaining Loan
Amount"), with an interest rate of 4% per annum and a
maturity date of 31 March 2025.
Granting of securityPrincipion will grant a
right of pledge over 10,548,229 Shares held by Principion to
Azerion group, as security for payment of the Remaining Loan
Amount. The right of pledge shall cease to exist upon repayment of
the Remaining Loan Amount in full.
Right to acquire SharesIn addition, Principion
will grant a right to acquire a maximum of 10,548,229 Shares held
by Principion (the "Call Option") to Azerion,
against a price per Share which will be the lower of (i) EUR 1.85,
and (ii) the maximum price per Share allowed under the then
applicable share acquisition authorisation granted by Azerion's
general meeting to Azerion's management board.1 The exercise price
will upon each exercise be set off against the corresponding amount
outstanding under the Remaining Loan Amount.
The Call Option can be exercised by Azerion in
whole or in part, but must in any case be exercised ultimately on
31 March 2025 (i) in full if this results in the aggregated
exercise price being less than or equal to the amount still
outstanding under the Remaining Loan Amount at that moment in time,
or (ii) for such number of Shares as is required to result in the
aggregate exercise price for this exercise equalling the amount
then still outstanding under the Remaining Loan Amount at that
moment in time, provided, for the avoidance of doubt, that the Call
Option cannot be exercised for more than 10,548,229 Shares.
In the event that, upon repayment of the
Remaining Loan Amount in full, the Call Option has not been
exercised in full, Azerion may choose at any time up to and
including 31 March 2025 to either (i) exercise the remainder of the
Call Option against payment of the aggregated exercise price in
cash; or (ii) forfeit the remainder of the Call Option.
If any amount remains due and outstanding under
the Remaining Loan Amount following full exercise of the Call
Option, this will be settled by payment by Principion to Azerion in
cash.
Entering into the Loan Settlement reinforces
Azerion's commitment to simplifying its capital structure while
laying further foundations for future growth.
About AzerionFounded in 2014,
Azerion (EURONEXT: AZRN) is one of Europe’s largest digital
advertising and entertainment media platforms. Azerion brings
global scaled audiences to advertisers in an easy and
cost-effective way, delivered through our proprietary technology,
in a safe, engaging, and high quality environment, utilizing our
strategic portfolio of owned and operated content with
entertainment and other digital publishing partners.
Having its roots in Europe and with its
headquarters in Amsterdam, Azerion has commercial teams based in
over 26 cities around the world to closely support our clients and
partners to find and execute creative ways to make a real impact
through advertising.
For more information visit: www.azerion.com
Contact:Investor Relationsir@azerion.com
Mediapress@azerion.com
This communication contains information
that qualifies as inside information within the meaning of Article
7(1) of the EU Market Abuse Regulation.
This communication may include forward-looking
statements. All statements other than statements of historical
facts are, or may be deemed to be, forward-looking statements.
Forward-looking statements include, among other things, statements
concerning the potential exposure of Azerion to market risks and
statements expressing management’s expectations, beliefs,
estimates, forecasts, projections and assumptions. Words and
expressions such as aims, ambition, anticipates, believes, could,
estimates, expects, goals, intends, may, milestones, objectives,
outlook, plans, projects, risks, schedules, seeks, should, target,
will or other similar words or expressions are typically used to
identify forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management’s
current expectations and assumptions and involve known and unknown
risks, uncertainties and other factors that are difficult to
predict and that could cause the actual results, performance or
events to differ materially from future results expressed or
implied by such forward-looking statements contained in this
communication. Readers should not place undue reliance on
forward-looking statements. Any forward-looking statements reflect
Azerion’s current views and assumptions based on information
currently available to Azerion’s management. Forward-looking
statements speak only as of the date they are made and Azerion does
not assume any obligation to update or revise such statements as a
result of new information, future events or other information,
except as required by law.
1 On 15 June 2023, Azerion's general meeting
granted an authorisation to Azerion's management board for a period
of 18 months as from the 2023 AGM, meaning up to and including 15
December 2024, subject to the prior approval of Azerion's
supervisory board, to acquire ordinary shares in the capital of
Azerion up to a maximum of 10% of its total issued capital on the
date of the 2023 AGM, and for a price per share between at least
EUR 0.01 and a maximum of 110% of the average of the highest quoted
price for each ordinary share on the five consecutive trading days
immediately preceding the date of repurchase, according to the
Official Price List of Euronext Amsterdam.
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