THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

AFERIAN PLC

("Aferian", the "Company" and with its subsidiaries the "Group")

Extension of Senior Banking Facilities and Update

Extension to Banking Facilities

As announced on 29 September 2025, 29 November 2025, 12 December 2025 and 30 January 2026 (the "Announcements") the Company entered into short-term extensions to its secured banking facilities of $16.5m (the "Banking Facilities"), which were due to expire on 30 September 2025, extending the Banking Facilities' repayment date first to 30 November 2025, then to 12 December 2025, then 30 January 2026 and most recently to 13 February 2026.

The Company has now agreed with Barclays Bank, Bank of Ireland and HSBC (the "Senior Lenders") a further short extension of the Banking Facilities' repayment date to 20 March 2026 to enable the Company to continue exploring both a sale of its Amino and 24i businesses and a sale of the Company.

The repayment date for the Banking Facilities may, with the Senior Lenders' consent, be extended again, beyond 20 March 2026.  However, there can be no guarantee the Banking Facilities will be extended again.

Other than the change to the repayment date set out above, the terms of the Banking Facilities remain materially unchanged from those set out in the announcement of 29 September 2025, save for the addition of certain information disclosure obligations for the Company.

All terms of the loan arranged by the Company's largest shareholder, Kestrel Partners LLP (the "Kestrel Loan"), remain unchanged. Inclusive of capitalised interest accrued to date, the Kestrel Loan has a principal amount of c.£1.593m. The Kestrel Loan has a maturity date of 15 April 2026.

Update

As announced on 29 September 2025 (the "Announcement") the Company confirmed it had commenced a "Formal Sale Process" for the Company (as referred to in Note 2 on Rule 2.6 of the Takeover Code (the "Code")) (the "Formal Sale Process").

In addition, as also set out in the Announcement, the Company continues to explore whether a sale of one or more of the Company's subsidiaries, or the business and assets of one or more of the Company's subsidiaries, or other funding solutions will provide a more beneficial outcome for the Company's stakeholders ("Alternative Options").

Positively, a number of credible parties are actively engaged in advanced discussions with the Company in relation to Alternative Options to safeguard the Group's trading operations. However, some, but not all, of the Alternative Options currently being explored would result in the Company realising materially less than the outstanding amount of the Banking Facilities.

As part of these processes, the Group continues to incur significant exceptional advisors' costs in addition to being required to meet certain other significant near-term working capital requirements. Consequently, the Company continues to explore all options to provide additional working capital to the Group as part of the other funding solutions referred to above.  

Negotiations in relation to the Alternative Options are ongoing, with the continuing support of the Senior Lenders. However, there can be no certainty that any Alternative Options will be progressed, that any sale will be concluded, or that sufficient working capital will be available when required.

Full details of the Formal Sale Process are set out in the Announcement. There can be no certainty that any offers will be made as a result of the Formal Sale Process, that any sale will be concluded, nor as to the terms on which any offer may be made.

The person responsible for arranging this announcement on behalf of the Company is Mark Carlisle, Chief Executive Officer.

For further information please contact: 

About Aferian plc

Aferian plc (AIM: AFRN) is a B2B video streaming solutions company. Our end-to-end solutions bring live and on-demand video to every kind of screen. We create the forward-thinking solutions that our customers need to drive subscriber engagement, audience satisfaction, and revenue growth.

It is our belief that successful media companies and services will be those that are most consumer-centric, data driven and flexible to change. We focus on innovating technologies that enable our customers to stay ahead of evolving viewer demand by providing smarter, more cost-effective ways of delivering end-to-end modern TV and video experiences to consumers. By anticipating technological and behavioural audience trends, our software solutions empower our customers to heighten viewer enjoyment, drive growth in audience share and ultimately their profitability.

Aferian plc has two operating divisions: 24i, which focusses on streaming video experiences, and Amino, which connects Pay TV to streaming services. Our two complementary companies combine their products and services to create solutions which ensure that people can consume TV and video how and when they want it. Our solutions deliver modern TV and video experiences every day to millions of viewers globally, via our growing global customer base of over 500 service providers.

Aferian plc is traded on the London Stock Exchange's AIM stock market (AIM: symbol AFRN) and is headquartered in Cambridge, UK.

For more information, please visit www.aferian.com

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Additional information

Zeus Capital Limited ("Zeus"), is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Zeus is acting as financial adviser exclusively for Aferian and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Aferian for providing the protections afforded to clients of Zeus or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://aferian.com/investors. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.