Birkirkara, Malta – October 01, 2026 -- Gentoo Media Inc. has locked in commitments worth EUR 100 million to refinance its EUR 91.5 million senior secured bonds maturing 18 December 2026, combining a new EUR 50 million term loan with a fully underwritten EUR 50 million share issue.
Major shareholder ZJF provides EUR 50 million senior secured loan at EURIBOR plus 750 basis points
Subsidiary Gentoo Media PLC is the borrower under the loan from Fundacja Zbigniewa Juroszka Fundacja Rodzinna, a major Gentoo shareholder. The facility carries interest at EURIBOR 3M plus 7.50%, subject to a 2.00% EURIBOR floor, payable quarterly in cash, with no arrangement fee and no equity kicker, warrants or conversion rights for the lender. It matures on 18 December 2029, with EUR 10 million amortization due on each of the first two anniversaries and the remaining EUR 30 million at final maturity. Gentoo can prepay the loan in whole or in part at any time without penalty.
Backstop Providers underwrite EUR 50 million share issue at a 58% premium to market
MJ Foundation Fundacja Rodzinna, ZJF and Betplay Capital Fundacja Rodzinna have signed commitments to fully underwrite a directed issue of a new class of common stock, guaranteeing EUR 50 million in gross proceeds. The subscription price is set at SEK 6.1633 per share, matching the 12-month volume-weighted average price on Nasdaq Stockholm through 30 September 2026 and representing an approximately 58% premium to that day's closing price. The issue is planned for the fourth quarter of 2026, pending shareholder approval.
Combined proceeds exceed outstanding bond value by EUR 8.5 million
The EUR 100 million in total commitments surpasses the roughly EUR 91.5 million of outstanding 2023/2026 bonds. Net proceeds from the loan and share issue are earmarked to repay the bonds in full at maturity and to reduce the Company's current EUR 16 million debt facilities by approximately EUR 8.5 million.
Independent committee and Deloitte Malta fairness opinion back related-party terms
Because the lender and Backstop Providers are affiliated with the Juroszek family, Gentoo's major shareholder group linked to Board members Mateusz and Tomasz Juroszek, both transactions qualify as related-party dealings. An independent Refinancing Committee led the process, approaching more than 100 potential financing providers during 2026 and receiving several firm offers. Deloitte Malta issued a fairness opinion concluding the loan's pricing and terms are consistent with fair market conditions. Board members affiliated with the lender abstained from related deliberations and resolutions.
EGM sought to authorize new share class and expand capital structure
To enable the share issue, Gentoo's Board will convene an Extraordinary General Meeting to raise authorized Common Stock from 200,000,000 to 250,000,000 shares and to create a new "Class Z Common Stock" of up to 100,000,000 shares. Of the current 200,000,000 authorized shares, 134,707,974 are issued and listed. Class Z shares will be subject to a 12-month lock-up, after which holders may convert them into Common Stock, subject to securities-law requirements.