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Net1 International Holdings AS: Operational update, request for interest to provide additional investment/financing to the Company and call for EGM

Published: 27 May 2022

Net1 International Holdings AS: Operational update, request for interest to provide additional investment/financing to the Company and call for EGM

Oslo, 27 May 2022.

As set out in the Company’s press release of 11 February 2022, on 30 November 2021 Net1 Indonesia was required to suspend all network services and on 25 January 2022 the Commercial Court at the Central Jakarta District Court granted an application submitted by a creditor of Net1 Indonesia and ruled that Net1 Indonesia entered into a temporary Suspension of Debt Payment Obligations (‘PKPU’) in order to reach a debt restructuring agreement with all of its creditors consisting of lenders, vendors and suppliers by way of an agreed plan (the ‘Composition Plan’).

The restructuring in Indonesia is ongoing and the outcome highly uncertain.

The lenders to Mobile Internet Holdings B.V. (‘MIH’), a subsidiary of the Company which holds the shares in Net1 Indonesia, are the largest creditors to the Net1 Indonesia group under a credit facility of USD 75 million. These lenders are secured creditors and inter alia have a pledge over the shares in MIH and there is currently an Event of Default under the credit facility which allows them to enforce the security at any given time, even though they to-date have chosen not to.

Given that the Company is a pure holding company over the activities in Net1 Indonesia and in view of the current situation in Net1 Indonesia, the board of directors of the Company has explored multiple alternatives in how to fund the continued limited holding company activities in the Company. It is possible, but not certain, that the restructuring in Indonesia will complete by November 2022. The cost of continuing operations in the Company until then is estimated to be approx. NOK8 million. However, the company has not been able to secure an agreement on funding that amount from current creditors.

As a potentially final resort before contemplating filing for bankruptcy, the board of directors would like to offer the existing shareholders of the Company the opportunity to finance the estimated operating costs of the Company until November 2022, in order to allow the existing shareholders the opportunity to keep the Company in operation until then to see if a Composition Plan can be reached and if such outcome at a later point in time would amount to surplus values that could ultimately be distributed to the Company and its shareholders.

The parties interested in financing the company will also be able to secure significant concessions from certain existing creditors to Net1 International Holdings AS (such creditors being shareholders with existing shareholder loans), subject to a minimum total commitment of NOK8 million. Rasmussengruppen AS the largest shareholder, will not participate in the funding round.

Since time is of essence, we kindly ask that any parties interested confirm to the Chairman of the Board by no later than Wednesday June 1st 2022 16:00 CET, including the amount of potential financing/investment. Should the board of directors be satisfied that sufficient commitment can be obtained to raise the additional financing, an extraordinary general meeting will be summoned without delay in order to complete a capital raise of minimum NOK8 million. However, if the board of directors of the Company are not assured that the financing can be achieved, the board may decide to file for bankruptcy.

The Net1 International Holdings AS board of directors also hereby convenes an extraordinary general meeting to be held on 3 June 2022 at 12:00 (CEST). The general meeting will be held as a video conference meeting via Teams. Please find enclosed the full EGM notice, attendance form and 2020 annual report (also available here).

Online attendance registration link:

https://investor.vps.no/gm/logOn.htm?token=67de02ab5040a98deda2194f01c17976069a69dd&validTo=1656842400000&oppdragsId=20220527VPNO7BU0

Net1 International Holdings AS – Annual report 2020

NOR Net1 International Holdings AS

ENG Net1 International Holdings AS

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