Acroud AB: Acroud enters into a restructuring term sheet in order to strengthen Acroud's liquidity and financial position

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ACROUD AB (publ) ("Acroud" or the "Company"), a bondholder committee representing 42.5% of the adjusted nominal amount of Acroud's SEK 225,000,000 senior secured floating rate bonds with ISIN SE0017562481 (the "Bonds"), its major shareholders representing 75.7% of the votes and share capital and certain other creditors have entered into a restructuring term sheet, binding upon the parties thereto subject to long-form documentation, setting out the terms in principle regarding the future financial and capital structure of Acroud and its subsidiaries (the "Term Sheet").

Acroud has pursuant to the Term Sheet resolved to issue a notice of written procedure under the Bonds in order to receive the approval of the holders of Bonds (the "Written Procedure") and a notice to an Extra General Meeting (the "EGM") to resolve on the necessary corporate actions for the transactions included in the Term Sheet (the "Transactions").

Together, these measures are expected to provide the Company with an appropriate capital structure in order to return to a growth trajectory that benefits all stakeholders.

Holders of Bonds representing 42.5% of the outstanding nominal amount have committed in advance to vote in favour of the Transactions in the Written Procedure and shareholders representing approximately 75.7% of the share capital and votes have committed in advance to vote in favour of the Transactions at the EGM.

The Company shall issue the notice of the Written Procedure and the notice to the EGM in the near future which will be announced by way of separate press releases.

The Term Sheet includes the following key commercial items. The full details of the Transactions will be included in the notices of Written Procedure and the EGM. Additional terms and conditions may be included in the definitive legal documentation prepared in connection with the implementation of the Transactions, consistent with the matters contemplated by the Term Sheet.

Key commercial items

The Transactions comprise the following key commercial items:

(a)           Amendments of the existing terms and conditions for the Bonds.

(b)           Issue of a SEK 65,312,500 super senior bond loan.

(c)           Cancelation of Bonds held by the Company in an amount of SEK 23,750,000.

(d)           Acquisition of the remaining 49% of the shares in Acroud Media Ltd for a total purchase price of EUR 12,000,000 to be paid in cash and with shares in the Company.

(e)           A SEK 70,000,114 mandatory debt to equity swap relating to the Bonds.

(f)            Conversion of certain outstanding debt into newly issued shares.

(g)           A SEK 14,500,000 equity injection as payment for new shares.

(h)           Certain equity transactions.

(i)            Reduction of the share capital and amendment of the articles of association (in order to enable the contemplated share issues), and an authorisation for the Board to resolve on new issues of shares, warrants and convertibles.

Item (a) - Amended and restated terms and conditions

The terms and conditions for the Bonds shall be amended and restated pursuant to the following principle amendments (the "Amended and Restated Terms and Conditions").

• The maturity of the Bonds shall be extended until 30 June 2028.
• The Bonds shall share security package with and rank junior to the super senior bond loan pursuant to the intercreditor agreement.
• The Bonds shall carry fixed cash interest of 10.75% subject to certain step-down and a right to defer interest payments.
• Amended call option price step-up from 104% to 106% of the nominal amount including a redemption price at maturity of 106% of the nominal amount.
• Mandatory amortisation of in total SEK 30 million divided in three payment instalments.
• The Company shall offer all holders of Bonds to convert Bonds into new shares in the Company in a voluntary debt to equity swap by sending a notice to the all holders of Bonds within 30 calendar days after the closing date of the Transactions.
• Following the completion of the Transactions (excluding the voluntary debt to equity swap), the nominal amount of the Bonds will be SEK 80,812,386.

Item (b) - New super senior bonds

Acroud shall offer all holders of Bonds to participate in and subscribe for new super senior bonds to be issued by the Company (the "Super Senior Bonds") on the principle terms set out below. The Super Senior Bonds will be underwritten by certain larger holders of Bonds in its entirety who will be paid an underwriter fee.

The total nominal amount of the Super Senior Bonds shall be SEK 65,312,500 and will comprise payment of SEK 26,125,000 in cash by the participating holders of Bonds and by way of set-off against Bonds in an amount of SEK 39,187,500. More details on how to participate in the issue of the Super Senior Bonds including allocation principles will be included in the notice of Written Procedure.

The terms of the Super Senior Bonds shall correspond to the Amended and Restated Terms and Conditions to the extent relevant. The principle terms for the Super Senior Bonds are described below.

• The Super Senior Bonds shall mature on 31 December 2027 (at which time the loan shall be repaid without any premiums).
• The Super Senior Bonds shall be affiliated with Euroclear Sweden.
• The Super Senior Bonds shall share security package with and rank super senior to the Bonds pursuant to the intercreditor agreement.
• The Super Senior Bonds shall bear shall carry fixed cash interest of 10.50%.
• Voluntary call option is subject to premium of 5.25% on the repayment amount which is reduced over time until maturity.

Item (d) - Acquisition of Acroud Media Ltd

Acroud has agreed to purchase all remaining shares in Acroud Media Ltd owned by RIAE Media Ltd by executing a transfer note. The purchase price comprises of two promissory notes to be issued to RIAE Media Ltd whereby (i) the first promissory note shall be the SEK equivalent of EUR 10,000,000 which shall be used by RIAE Media Ltd as payment for shares in a new issue of shares in Acroud and (ii) the second promissory note shall amount to EUR 2,000,000 and shall be paid in cash. The second promissory note shall furthermore be subordinated to the Bonds and the Super Senior Bonds pursuant to the intercreditor agreement and shall carry cash interest equal to the interest under the Bonds as amended by the Amended and Restated Terms and Conditions.

Item (e) - Mandatory debt to equity swap

An aggregate nominal amount of SEK 70,000,114 of the Bonds (following the cancellation of the Company's Bonds in an amount of SEK 23,750,000 and the conversion of Bonds in an amount of SEK 39,187,500 into Super Senior Bonds) will be mandatorily off-set against new shares in the Company on a pro rata basis.

Item (f)-(g) - Other debt conversions and equity injection

Certain debt obligations of the Company relating to its shareholders PMG Group A/S, SMD Group Ltd, Double Down Media Ltd, Nordic Sports Management ApS and Strategic Investments A/S (the "Participating Shareholders") in a total amount of approximately SEK 60 million will be used as payment by way of set-off against new shares in the Company.

In connection thereto, the shareholders Nordic Sports Management ApS and Strategic Investments A/S shall make an equity injection in an amount of SEK 14,500,000 million to be used as payment for new shares.

Item (h) - Equity transactions

The Board shall propose that the EGM shall resolve on directed new issues of shares pursuant to item (d), (e), (f) and (g) above, amounting in total to 256,202,864 (the "New Issues"). The subscription price in the New Issues amounts to SEK 0.25 per share and the maximum number of shares to be issued amounts to 1,024,811,456, entailing maximum issue proceeds amounting to SEK 256,202,864, of which SEK 14,500,000 shall be paid with cash and SEK 241,702,864 shall be paid by way of set-off, based on preliminary calculations as regards the set-off. The final set-off amounts shall be calculated using the average currency exchange rate between EUR and SEK for the twenty days preceding (but excluding) the date of the Acroud's announcement of the notice to the EGM and rounding down to nearest SEK 0.25.

Subject to completion of all Transactions pursuant to the Term Sheet, approximately 23.4% of the votes and share capital of Acroud will be held by holders of Bonds (excluding any shares already held by holders of Bonds) and 73.1% of the votes and share capital of Acroud will be held by the Participating Shareholders and RIAE Media Ltd (jointly).

The Participating Shareholders and RIAE Media Ltd have signed subscription undertakings whereby such shareholders have, subject to certain conditions, undertaken and agreed to subscribe for a total of 744,811,000 shares in the New Issues, subject to recalculations as regards the set-off, as described above.

Item (i) - Extraordinary General Meeting

The Board shall propose that the EGM shall resolve to amend the articles of association and reduce the share capital in order to enable the proposed number of new issued shares at the suggested subscription price in the New Issues.

The Board furthermore proposes that the EGM shall resolve to authorise the Board to resolve on new issues of shares, warrants and convertibles in order for the Board to be able to inter alia resolve on a new issue of shares to facilitate the voluntary debt to equity swap to be offered to the holders of Bonds after the completion of the Transactions.

Conditions

The implementation of the Transactions is conditional upon, inter alia, the Written Procedure being initiated no later than 20 December 2024, approval of the requests in the Written Procedure and satisfaction of any conditions precedent therein, the EGM resolving in accordance with the Board's proposals as set out in the notice convening the EGM, a duly executed transfer note for the acquisition of Acroud Media Ltd, and negotiation and agreement of final terms and definitive long-form legal documentation.

Advisors

Pareto Securities AB is acting as financial advisor to Acroud and Gernandt & Danielsson Advokatbyrå is acting as legal advisor to Acroud.

Responsible parties

This information constitutes inside information that Acroud AB (publ) is required to disclose under the EU Market Abuse Regulation 596/2014. The information in this press release has been published through the agency of the contact persons below, at the time specified by Acroud AB's (publ) news distributor Cision for publication of this press release. The persons below may also be contacted for further information.

For further information, please contact:

Robert Andersson, President and CEO

+356 9999 8017

Andrzej Mieszkowicz, CFO

+356 9911 2090

ACROUD AB (publ)

Telephone: +356 2132 3750/1

E-mail:  info@acroud.com

Website: www.acroud.com

Certified Adviser: FNCA Sweden AB, info@fnca.se

From May 2024 (Q1 Report) Acroud has changed reporting and company language to English. This means that Interim Reports and the correlated press releases will be issued in English only.

About ACROUD AB

ACROUD is a fast-growing global challenger that operates and develops comparison and news sites within Poker, Sports Betting and Casino. Acroud also offers SaaS solutions for the iGaming affiliate industry. In past years, a number of companies have joined the ride and thus several experienced individuals in the industry leads Acroud's journey to become "The Mediahouse of The Future". Our mission is to connect people, Content Creators (Youtubers, Streamers, Affiliates) and businesses. We are growing fast and remain a leading global player in the industry with just over 70 people in Malta, United Kingdom, Denmark and Sweden. Acroud has been listed on the Nasdaq First North Growth Market since June 2018.

IMPORTANT INFORMATION

None of the securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This press release and the information herein is not for release, distribution or publication, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, Switzerland or any other state or jurisdiction in which such release, distribution or publication would be unlawful or require registration or any other measures in accordance with applicable law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in the Company. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws. 

This press release contains forward-looking statements that reflect the Company's current view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect the Company's beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise. 

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. 

The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Canada, Japan, New Zealand, South Africa or Switzerland and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the securities mentioned in this press release other than in Sweden. 

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.