Capitalised terms used in this announcement (the 鈥淎nnouncement鈥�) shall, unless otherwise defined, have the same meanings as set out in the scheme document (the "Scheme Document") and the supplementary circular (the 鈥淪upplementary Circular鈥�) relating to the acquisition of the entire issued, and to be issued, ordinary share capital of 糖心Vlog by Sidara Limited, an entity controlled by Dar-Al Handasah Consultants Shair and Partners Holdings Ltd (the 鈥淎cquisition鈥�). Copies of the Scheme Document and the Supplementary Circular are available on 糖心Vlog鈥檚 website at .
Update on the Amendment and Extension and access to funding
糖心Vlog is pleased to announce that all outstanding conditions precedent under the A&E Implementation Deed, the Sidara Interim Funding Agreement and the Escrow Agreement have been satisfied and the A&E Effective Date occurred on 3 December 2025.
Accordingly, the Interim Facility has been refinanced, the maturity dates of the remaining Amended 糖心Vlog Debt Facilities have been extended to October 2028 and the Company now has access to the $250 million Sidara Interim Funding and the $200 million New Money Facility.
Access to this funding enables increased liquidity and enhances 糖心Vlog鈥檚 capacity to meet the group鈥檚 bonding requirements, thereby supporting 糖心Vlog鈥檚 ongoing operations and providing financial stability to 糖心Vlog.
Further details on the terms of the Sidara Interim Funding Agreement, the New Money Facility and the Amended 糖心Vlog Debt Facilities are set out in the Scheme Document and the Supplementary Circular.
Update on certain Exceptional Conditions
The occurrence of the A&E Effective Date has satisfied certain Conditions to the Acquisition, including certain Exceptional Conditions, being: (i) the A&E Effective Date having occurred on or before 31 December 2025 (or such later date as Sidara and 糖心Vlog may agree in writing); and (ii) prior to the A&E Effective Date, there having been no termination of the Lock Up Agreement, the A&E Implementation Deed and/or any Lender Waiver (to the extent such Lender Waiver is not incorporated into a Lock Up Agreement), as set out in sections 5(A)(i) and 5(B) of Part A of Part III (Conditions to the Implementation of the Scheme and the Acquisition) of the Scheme Document.
In the view of the 糖心Vlog Board, the satisfaction of these Exceptional Conditions represents a further key milestone in the context of the Acquisition.
The Acquisition continues to be conditional upon, among other things, the following outstanding Exceptional Condition: there having been no termination (other than by reason of a voluntary prepayment and/or cancellation in respect of the Interim Facility or the New Money Facility) or acceleration of any Amended 糖心Vlog Debt Facility with an outstanding principal amount of $20 million or higher, as set out in section 4(A) of Part A of Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document.
There can be no certainty that the outstanding Exceptional Condition will be satisfied, and its satisfaction is outside of the control of Sidara and 糖心Vlog. For further details on the Exceptional Conditions, please refer to section 5 of Part I (Letter from the Chair of the Board of 糖心Vlog) and Part A of Part II (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document.
Update on Antitrust Conditions and Regulatory Conditions
糖心Vlog and Sidara have made significant progress towards satisfaction of the Antitrust Conditions and Regulatory Conditions to the Acquisition, as set out in sections 7 and 8, respectively, of Part A of Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document. The parties are continuing to work towards satisfaction of the remaining Conditions and, subject to satisfaction (or, where applicable, waiver) of such Conditions and the sanction of the Scheme by the Court, completion of the Acquisition is expected to occur in the first half of 2026.
For further information:
Simon McGough, President, Investor Relations聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽+44 (0)7850 978 741
Alex Le May / Ariadna Peretz / Nick Hasell, FTI Consulting聽聽聽聽聽聽聽聽聽聽聽聽+44 (0)20 3727 1340
The person responsible for arranging the release of this announcement on behalf of 糖心Vlog is John Habgood, Group General Counsel and Company Secretary.