ATMA.L Regulatory News (ATMA)

October 25, 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Atlas Mara announces voluntary delisting 

and provides update on strategic review

Key Highlights:

· The Company has made substantial progress on strategic initiatives, including:

o completion of the divestiture of BancABC Botswana

o announcement that it has reached agreement with Access Bank Plc to combine its subsidiary in Zambia and the Zambian subsidiary of Access Bank in a proposed merger transaction

· The Company announces it has applied to the UK Financial Conduct Authority and the London Stock Exchange for a voluntary delisting and intends to become a privately held company

Update on Strategic Review:

Atlas Mara Limited ("Atlas Mara" or the "Company"), the sub-Saharan African financial services group, has made substantial progress on initiatives undertaken as part of its strategic review that began over a year ago. Specifically, the Company has achieved several key milestones including:

· Restructuring of the holding company debt and agreement with a substantial majority of creditors of the holding companies.

· Completion of previously announced divestitures of the Company's banking subsidiaries in Mozambique, Rwanda, and Botswana; and received conditional regulatory approval for the previously announced divestiture of its subsidiary in Tanzania with anticipated completion following satisfaction of other closing conditions.

· Completion of the previously announced transaction relating to its subsidiary in Botswana on October 11, 2021, with Access Bank assuming ownership and control effective on that date.

· The Company and ABCH also announce entry into definitive agreements with Access Bank for a transaction that involves the proposed merger of its subsidiary in Zambia with Access Bank's subsidiary in Zambia, (the "Zambia Transaction"). The proposed Zambia Transaction is subject to regulatory approvals and other customary conditions precedent.

Voluntary Delisting:

Given the material progress made in the strategic review and the previously announced requirement by the majority of the Company's creditors who, pursuant to the Support and Override Agreement require the Company to consider taking steps to cancel the listing, the Company has determined to delist from the London Stock Exchange. This follows the announcement on July 14, 2021 when the Company informed the market it would inter alia, consider taking steps to cancel the listing and admission to trading in order to reduce costs and administrative burden of the public listing, since the listing does not generate sufficient benefit to the Company.

The Company has applied to the UK Financial Conduct Authority ("FCA") and the London Stock Exchange to effect a cancellation of the listing of its ordinary shares from the standard listing segment of the FCA's Official List and from trading on the Main Market of the London Stock Exchange ("Delisting"). It is anticipated that, in accordance with Listing Rule 5.2.8R, the Delisting will be effective at 8:00 a.m. on 24 November 2021. Following the Delisting, the Company will no longer be subject to the regulatory and statutory regime which applies to companies admitted to the standard segment of the Official List and traded on the Main Market.

The securities to which the Delisting relates are the ordinary shares of no par value in the share capital of Atlas Mara with the ISIN VGG0697K1066 (the "Shares"). Following the Delisting, it will no longer be possible to trade the Shares on the London Stock Exchange. However, as a privately held company, Atlas Mara will retain the registration of its shares in Depository Interest form (electronic shares). Therefore, shareholders will continue to be able to hold their ordinary shares in the CREST uncertificated form and should confirm with their existing stockbroker whether they are able to trade unquoted shares.

The Company intends, following the Delisting, to put in place a secondary trading facility to allow shareholders to trade their ordinary shares. It cannot be guaranteed that any such facility will offer a comparable degree of liquidity to that currently available as a result of Atlas Mara's listing. In addition, following the Delisting, holders of Shares will continue to be entitled to transfer such Shares in accordance with the requirements of the Company's articles of association and the law of the British Virgin Islands. Shareholders should take their own tax and broking advice to determine whether to hold uncertificated Depositary Interests or certificated shares.

The Delisting will allow the Company to save costs, reduce its administrative and regulatory burden, operate as a leaner platform, and provide the flexibility to pursue other options.

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.