KRM22 plc
("KRM22", the "Group" or the "Company")
Facility Amendment
KRM22 plc, (AIM: KRM) the technology and software investment company that focuses on risk management for capital markets, announces that an interest repayment date has been deferred in relation to the Company's £5.0m Convertible loan facility agreement (the "Facility"), entered into on 17 June 2023, with Trading Technologies International, Inc. ("TT"), the Company's largest shareholder, in which £4.5m has already been drawn down to date.
As announced in the Company's results for the year ended 31 December 2023, published on the 22 May 2024, TT had provided the Company with a letter of support confirming that TT would be willing to enter into discussions with KRM22 around amending the terms of the Facility.
The Company and TT have agreed to amend the terms of the Facility to defer the interest payments that would have been due by the end of March 2025 to the end of April 2025. This is to give the Company and TT adequate time to conclude negotiations of amending the terms of the Facility.
All other terms of the Facility, including the interest rate and the covenants, remain as originally agreed.
Related Party Transaction
TT is considered a "related party" as defined under the AIM Rules as a result of its substantial shareholding of 24.8 per cent. in the Company. The extension of the interest repayment date by TT to the end of April 2025 and the amendment of the Facility constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
The Independent Directors, being Kim Suter, Dan Carter, Garry Jones, Sandy Broderick and Steve Sparke, consider, having consulted with the Company's nominated adviser for the purposes of the AIM Rules, Cavendish, that the amended terms of the Facility are fair and reasonable insofar as the Company's shareholders are concerned.
A further announcement will be made once the broader discussions and negotiations regarding the Facility have been concluded between the Company and TT.
Detail of the amended terms of the Facility
The Terms of the original Facility were included in the Company's 'New Debt Facility' announcement which was released on 19 June 2023. The Facility remains at a maximum of £5.0m which is secured on the Company's assets. Under the original Facility it states that interest accruing in the first 18 months after the date of the Original Loan Agreement be paid (i) fifty percent (50%) on the Quarter Date immediately following the 18-month anniversary of the date of the Original Loan Agreement (being 31 December 2024), and (ii) fifty percent (50%) on the Quarter Date immediately following the 21-month anniversary of the date of the Original Loan Agreement (being 31 March 2025).
As announced on 23 December 2024, it was agreed that the first interest payment that was due for payment on 31 December 2024 would be deferred to align with the second one due on 31 March 2025.
One further amendment has now been agreed to the Facility that the total interest payment due on 31 March 2025 will now be deferred to 30 April 2025. The interest rate and the covenants remain as originally agreed. Furthermore, both TT and the Company are committed to continuing ongoing discussions with regards to finding a long-term solution on the Facility terms.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
For further information please contact:
| KRM22 plc Garry Jones, Chairman Dan Carter, CEO Kim Suter, CFO
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| Cavendish Capital Markets Limited (Nominated Adviser and Sole Broker) Carl Holmes / Isaac Hooper / Rory Sale (Corporate Finance) Sunila de Silva (ECM)
| +44 (0)20 7220 0500
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About KRM22 plc
KRM22 is a closed-ended investment company which listed on AIM on 30 April 2018. The Company has been established with the objective of creating value for its investors through the investment in, and subsequent growth and development of, target companies in the technology and software sector, with a focus on risk management in capital markets.
Through its investments and the Global Risk Platform, KRM22 helps capital market companies reduce the cost and complexity of risk management. The Global Risk Platform provides applications to help address firms' trading and corporate risk challenges and to manage their entire enterprise risk profile.
Capital markets companies' partner with KRM22 to optimise risk management systems and processes, improving profitability and expanding opportunities to increase portfolio returns by leveraging risk as alpha.
KRM22 plc is listed on AIM and the Group is headquartered in London, with offices in several of the world's major financial centres.
See more about KRM22 at KRM22.com
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