Sale of the Company’s Subsidiaries

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")

Sale of the Company's subsidiaries

Earlier today the Company announced that David Hudson and Philip Armstrong of FRP Advisory Trading Limited had been appointed as joint administrators of the Company (the "Joint Administrators"). The affairs, business and property of the Company are being managed by the Administrators who act as agents of the Company and without personal liability.

The Company, acting by the Joint Administrators, has entered into a "pre-pack" sale agreement (the "Sale Agreement") to sell to Sapphire Technology Group Limited (the "Buyer") all of its subsidiaries by means of a sale of all the shares in the issued share capital of Amino Holdings Limited, the direct subsidiary of the Company that itself owns (directly or indirectly) all of the other subsidiaries of the Group which carry on the Amino and 24i businesses (the "Sale").

The Sale was completed immediately upon the Sale Agreement being entered into.

The consideration receivable by the Company under the Sale Agreement is US$1,300,000 (exclusive of any applicable VAT), which was satisfied in full in cash on completion, plus deferred contingent consideration of US$700,000, payable in full in cash on 31 January 2027 (or as soon as possible thereafter as the annual recurring revenue and consolidated revenue (each as referred to below) are agreed between the Company and the Buyer or determined in accordance with the Sale Agreement) if both:

(i)         the annual recurring revenue (based on contracts with not less than 12 months of revenue outstanding as at 30 November 2026) of the 24i business for the financial year ending 30 November 2026 exceeds US$8,900,000; and

(ii)        the total consolidated revenue of the acquired subsidiaries for the financial year ending 30 November 2026 is not less than US$30,600,000.

All of such initial consideration and deferred contingent consideration, while receivable by the Company, will be applied by the Joint Administrators in meeting the costs of the administration and in making payments to the Company's secured creditors.

Background

Aferian only has two operating divisions: 24i, which focusses on streaming video experiences, and Amino, which connects Pay TV to streaming services both of which are held by Amino Holdings Limited. These 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. The 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.

As set out in its audited results for the year ended 30 November 2024   the loss before tax for Amino Holdings Limited was £318k and its net assets were £14m.

The Amino and 24i businesses will continue to be carried on, under the Buyer's ownership, by the subsidiaries disposed of to the Buyer. The Sale protects the former trading operations of the Group, ensures continuity of service to customers, preserves jobs and provides some return to the Company's secured creditors.

However, as anticipated in the announcement dated 6 March 2026 as the consideration received by the Company under the Sale is significantly less than the outstanding amount of the Group's secured banking facilities of $16.5m there will be no return for shareholders of the Company.

Following completion of the Sale, the Company has ceased to own, control or conduct all of its existing trading business, activities or assets. Furthermore, as set out in the later announcement dated 6 March, the Company has one month to appoint a new Nominated Adviser, otherwise the Company's shares to trading on AIM will be cancelled. The Company has no current intention of appointing a replacement Nominated Adviser and accordingly it is anticipated that the Company's ordinary shares will be cancelled from trading on AIM with effect from 7.30am on 7 April 2026.

For further information please contact: