30 Dec 2020 17:30
REISSUED NOTICE
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS.
If Bondholders are in any doubt as to the action they should take, they should seek their own financial and legal advice, including as to any tax consequences, immediately from their broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE MORE DETAILED ANNOUNCEMENT ISSUED BY THE COMPANY ON 29 DECEMBER, WHICH CAN BE FOUND AT https://www.atlasmara.com/investor-relations/regulatory-filings-rns/ AND BONDHOLDERS ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.
29 December 2020
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NOTICE
to each of the holders (the "Bondholders") of the
$63,400,000 and $17,400,000 8.00 per cent. Secured Convertible Bonds due 2020, consolidated into a single series (ISINs: XS1298407229 and XS1297883214) (the "Bonds")
issued by
Atlas Mara Limited
(a private limited company incorporated under the laws of the British Virgin Islands with registered number 1800950) (the "Company")
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NOTICE IS HEREBY GIVEN that the Company has entered into a new secured facility agreement with a fund entity managed by UBS O'Connor LLC (the "New Money Facility") and a standstill agreement with certain creditors in respect of its group's financing arrangements (the "Standstill Agreement").
The New Money Facility will benefit from a first ranking security interest over certain assets owned by the Company and which are not, as at the date of the Standstill Agreement, subject to any security interest.
The creditors that have entered into the Standstill Agreement include an ad hoc group of Bondholders representing over 50% by value of the Bonds (the "Ad Hoc Group"). Among other things, the Standstill Agreement provides that, in consideration for the consents and forbearances contained therein (including in relation to the granting of the security package with respect to the New Money Facility), the Company will grant additional security in the form of a silent second lien over the assets securing the New Money Facility in favour of the trustee with respect to the Bonds (the "Trustee") for the benefit of the Bondholders.
Pursuant to the Standstill Agreement, the members of the Ad Hoc Group have agreed not to take enforcement action with respect to the Bonds when they mature on 31 December 2020. This forbearance period will last until 31 March 2021 or the Standstill Agreement is terminated in accordance with its terms, whichever happens earlier.
Further details with respect to the New Money Facility and the Standstill Agreement can be found in Atlas Mara Limited's announcement of 29 December 2020, which can be found at https://www.atlasmara.com/investor-relations/regulatory-filings-rns.
Bondholders who would like to receive a copy of the Standstill Agreement should contact the Company via the contact details below. To receive the Standstill Agreement, the Company must receive appropriate evidence of proof of holdings from the requesting Bondholders and may require the relevant Bondholders to enter into suitable confidentiality undertakings.
The Company is working with the Ad Hoc Group and the Trustee to finalise the documents required to give effect to the silent second lien referred to above, which are expected to include an intercreditor agreement and a silent second lien security document. The Company, the Ad Hoc Group and the Trustee are considering the process required to grant the second lien, including whether any formal consent will be required from the Bondholders, and will provide further details in the new year. If required, such consent will either take the form of an "Extraordinary Resolution" under the Bonds trust deed (which would require consent from at least 75 per cent. of Bondholders voting at a meeting of Bondholders) or a written resolution signed by or on behalf of the holders of at least 90 per cent. in principal amount of the Bonds.
Bondholders who are not members of the Ad Hoc Group are encouraged to contact the Company using the contact details below for further information with respect to this consent process. Bondholders may also wish to copy the legal advisers to the Ad Hoc Group whose details are set out below.
The Company: bondholdernotices@atlasmara.com
The Ad Hoc Group: Dentons US LLPbrian.greer@dentons.com+1 212 768 6819
DISCLAIMER - INTENDED ADDRESSEES
This announcement does not constitute an offer of any securities for sale.
The Bonds and any ordinary shares which may be delivered upon conversion of the Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement has been prepared solely for information purposes and is not an offer (or a solicitation of an offer) to buy or sell any securities in any jurisdiction.
END