14 July 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Atlas Mara Limited

(the "Company")

Atlas Mara Announces Successful Restructuring

Key Highlights:

·      Atlas Mara announces execution of a binding debt restructuring agreement with a significant majority of its creditors

·      This milestone provides long-term stability for the Company to implement its strategic review, including its divestment programme and maintain on-going operations

·      These actions pertain only to the Group's holding company structure and do not impact the subsidiary banks, whose underlying performance remains strong 

·      Company continues to make progress on completion of previously announced divestitures

Atlas Mara Limited ("Atlas Mara" or the "Company," and including its subsidiaries, the "Group"), the sub-Saharan African financial services group, hereby provides an update on the outcome of its discussions with bilateral lenders and certain principal holders of the Group's convertible bonds.

The Company is pleased to announce that it has entered into a support and override agreement with a significant majority of its creditors in respect of the Company's and ABC Holdings Limited's ("ABCH") financing arrangements (the "Support and Override Agreement" or "restructuring agreement"). Creditors representing 88 per cent. of the aggregate amount of debt outstanding under the Company's direct and contingent financial liabilities agreed to enter the Support and Override Agreement. This includes over 60 per cent. of the principal holders of the Group's convertible bonds.

This high level of support from the creditors enables a long-term stable platform to allow the Company to complete its strategic review and divestments program. The restructuring agreement forbears or extends the repayment schedules of the debt of the Company and ABCH, providing additional time for value recovery amid the ongoing challenging macroeconomic environment.   As mentioned in prior market announcements, due to impact of the on-going pandemic and macro challenges faced in the markets in which it operates, the Company embarked on the process that now culminates in the execution of this restructuring agreement.

The Support and Override Agreement is focused only on the Group's holding company structure and does not include the operating subsidiaries as parties (although they receive certain benefits from the holding companies being parties). The key terms of the Support and Override Agreement include:

·      the creditors who are a party to the Support and Override Agreement (the "Participating Creditors") have agreed to forbearances in respect of certain events of default under their relevant facilities while the Support and Override Agreement is effective including (i) non-payment of amounts due under certain of the Company's and ABCH's financing agreements, (ii) any deterioration in the financial or operational performance of the Group as a result of COVID-19, and (iii) any breach of any financial covenant under certain of the Company's and ABCH's financing agreements;

·      the Participating Creditors with direct facilities with the Company have agreed to forbearances in respect of the maturities of their facilities to 30 September 2021, with the possibility of further extension;

·      the Participating Creditors with direct facilities with ABCH have agreed to waive the maturities of their facilities until 31 December 2022, with the possibility of further extension;

·      proceeds received in respect of the Group's on-going strategic divestments will be held by Wilmington Trust, acting as Global Agent, to support repayments of the Company's and ABCH's creditors in accordance with agreed "waterfall" arrangements;

·      Participating Creditors have agreed to either support, or not object to, the Company and ABCH proposing a restructuring procedure if required, including a UK restructuring plan, UK scheme of arrangement or a scheme of arrangement under Part IX of the British Virgin Islands Business Companies Act 2004, to ensure that all of the Company's financial creditors become bound by the terms of the Support and Override Agreement;

·      the Support and Override Agreement also governs, and provides a stable framework for, the Company's ongoing liquidity needs - current projections show that the Support and Override Agreement will allow the Company to meet its liquidity needs for the duration of the term of the Support and Override Agreement;

·      the Support and Override Agreement also requires the Company to consider taking steps to cancel the listing and admission to trading on the London Stock Exchange of the Company's shares in order to reduce costs and administrative burden since the listing does not generate sufficient benefit to the Company, and in the context of the on-going strategic review. The Company will update the market regarding any such delisting and the steps required in order to implement it or other strategic options; and

·      the Support and Override Agreement will terminate either automatically, or upon notice from certain Participating Creditors, if specific criteria are not met, such as divestment milestones or any successful liquidation applications.

The Company remains focused on executing on its strategic review and divestiture programme, to maximize value for its creditors and other stakeholders.  As previously updated, the Company has entered into agreements with respect to its assets in Mozambique, Rwanda, Tanzania, and Botswana, and hereby provides the following updates.  As previously announced, the transaction with respect to its investment in Mozambique was completed in May 2021.  The Company has secured regulatory approval for the transactions with respects to its investments in Rwanda and Botswana, and parties are now in the process of concluding pre-completion conditions.  Regulatory approval is pending with respect to the transaction with respect to its investment in Tanzania.  

In parallel, the Company continues discussions with certain creditors with smaller claims and who are not currently party to the Support and Override Agreement. Further, the Company is robustly contesting TLG's liquidation application, which the Company believes is without merit and not in the best interests of the Company's creditors nor TLG itself.  As demonstrated by the Support and Override Agreement, the Company continues to have support from a significant majority of its creditors and intends to continue working towards the successful implementation of its restructuring and divestiture programme in order to maximise value for the benefit of its creditors as a whole, and other stakeholders, and as previously announced, recognizing that there is a risk of insufficient value for shareholders if the Company is unable to do so.

As previously updated, these actions pertain only to the Group's holding company structure and do not impact the subsidiary banks, which operations continue in the ordinary course.  The Company will update the market with any further material developments in respect of the strategic review including the on-going divestments, the TLG application, and the Support and Override Agreement.

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.