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Net1 announces bridge loans

Published: 6 September 2019

Oslo, 6 September 2019 – Further to the disclosures made in its H1 2019 results announcement, Net1 International Holdings AS (“Net1 AS” or “the Company”) announces the signature of two bridge loans, as follows:

– NOK 50m advanced by Rasmussengruppen (“RG”) and IDR 21bn advanced by Sampoerna to Net1 AS. Proceeds of the loan will be utilised to help accelerate the progress made in Indonesia in H1.

– Both loans mature on April 30th 2020 and are interest-bearing, carrying a coupon of 1.5% a month which will accrue and be payable on maturity. The loans will be secured on the shares of Net1 AS’s subsidiary, Net1 Holdings B.V., which owns its investment in the Philippines.

– Both loans are repayable in cash or in-kind. Net1 AS has the option of delivering the shares in Net1 Holdings B.V. to repay the two bridge loans.

As part of the agreement, the Company will call an extraordinary general meeting of shareholders to amend the strike prices on certain warrants, issued to Sampoerna and RG.

Access Industries has issued an undertaking to:

a) reduce the strike price of 44,679,890 warrants in the Company held by the RG with current strike price of USD 0.57, to a revised strike price of NOK 1.57;

b) reduce the strike price of 48,228,795 warrants in the Company held by the RG with current strike price of NOK 1.20, to a revised strike price of NOK 0.90;

c) reduce the strike price of 24,114,397 warrants in the Company held by Sampoerna with current strike price of NOK 1.20, to a revised strike price of NOK 0.90;

d) approve a transfer of the shares subject to a first priority share pledge over shares representing 79.3% of all shares in the Dutch private limited liability company, Net1 Holdings BV, a wholly owned subsidiary of the Company, to RG in accordance with Clause 9 (Settlement by payment in kind) of the RG loan agreement; and

e) approve a transfer of the shares subject to a first priority pledge over shares representing 20.7% of all shares in Net1 Holdings BV to Sampoerna in accordance with Clause 9 (Settlement by payment in kind) of the Sampoerna loan agreement.

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