NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF
AMERICA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT")) OR IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Azerion enters into an Intercreditor Agreement and a Super Senior Working
Capital Facility
Amsterdam, 4 April 2024 - Today, Azerion Group N.V. (the "Company") announces it
has entered into (i) an Intercreditor Agreement and (ii) a Super Senior Working
Capital Facility Agreement with Citibank Europe plc (as original lender and
agent), Citibank N.A., London Branch (as arranger) and Nordic Trustee & Agency
AB (PUBL) (as security agent), amongst others, under which the Company is
granted a EUR 15,000,000 super senior revolving credit facility (the "Super
Senior Working Capital Facility").
The entry into the Intercreditor Agreement and the Super Senior Working Capital
Facility is as contemplated by and permitted under the terms and conditions of
the EUR 165 million senior secured floating rate bonds, issued by the Company
under a framework of EUR 300 million (the "Bonds").
Funds drawn under the Super Senior Working Capital Facility may be used by the
Company for general corporate purposes including working capital and
acquisitions. The commercial conditions of the Super Senior Working Capital
Facility are in line with market practice.
About Azerion
Founded 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 (http://www.azerion.com)
Contact:
Andrew Buckman
VP Investor Relations
ir@azerion.com (mailto:ir@azerion.com)
Media
press@azerion.com (mailto:press@azerion.com)
This press release relates to the disclosure of information that qualified, or
may have qualified, as inside information within the meaning of Article 7(1) of
the EU Market Abuse Regulation.
Disclaimer
This communication does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities or any other financial instruments. This
communication does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for any
Bonds or any other securities nor shall it (or any part of it) or the fact of
its distribution, form the basis of, or be relied on in connection with or act
as an inducement to enter into, any contract or commitment whatsoever.
In particular, this communication does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, or form part of any offer,
invitation or solicitation to purchase, securities to any person located or
resident in the United States or to any U.S. Person (as defined in Regulation S
under the U.S. Securities Act). The securities referred to herein have not been,
and will not be, registered pursuant to U.S. Securities Act or any securities
laws in any state or other jurisdiction in the United States and may not be
offered, sold, accepted, exercised, re-sold, renounced, transferred or
delivered, whether directly or indirectly, in the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. No public offering of securities is
being, has been, or will be made in the United States.
This communication is made accessible on the basis that any offers of securities
referred to herein in any Member State of the EEA will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to publish a
prospectus for offers of such securities. The Bonds have, with respect to
persons in Member States of EEA, only been offered to persons who are qualified
investors within the meaning of Article 2(1)(e) of the Prospectus Regulation and
Section 1:1 of the Dutch Financial Supervision Act. The expression "Prospectus
Regulation" means Regulation No. 1129/2017.
In the United Kingdom, the material is made accessible on the basis that any
offers of securities referred to herein will be made pursuant to an exemption
under the UK Prospectus Regulation from the requirement to publish a prospectus
for offers of such securities. The Bonds have, with respect to persons in the
United Kingdom, only been offered to persons who are qualified investors within
the meaning of Article 2(1)(e) of the UK Prospectus Regulation. The expression
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
retained EU law as defined in the EU (Withdrawal) Act 2018.
The release, publication or distribution of the material may be restricted by
law and persons in such jurisdictions in which a release, publication or
distribution of the material should therefore inform themselves about, and
observe, any such restrictions.
This press release may include projections and other "forward-looking"
statements within the meaning of applicable securities laws. Any such
projections or statements reflect the current views of the Company about future
events and financial performance. No assurances can be given that such events or
performance will occur as projected and actual results may differ materially
from these projections.
Â